


Anamnesis

by Isobel_Morgan



Category: Doctor Who (2005)
Genre: Doctor/Companion Friendship, Gen, OC Companion, Post-Fam Thirteen
Language: English
Status: Completed
Published: 2020-11-10
Updated: 2020-11-20
Packaged: 2021-03-08 18:20:23
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 9
Words: 35,229
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27481090
Author URL: https://archiveofourown.org/users/Isobel_Morgan/pseuds/Isobel_Morgan
Summary: The Doctor tried so hard to resist looking for her lost memories, but now she’s travelling on her own, missing her lost friends and with no-one to advise against it, she decides to take a big risk. The TARDIS takes her somewhere they’ve never been before for help. Now all she has to do is regain control of her mind, help those who helped her when an attack threatens and, hopefully make a new friend along the way.
Kudos: 4





	1. Chapter 1

**Author's Note:**

> This is an imagined later series, after Ryan, Graham and Yaz have left, but without any reference to how and why. It’ll probably get massively contradicted by later episodes, so maybe call it AU? Parts of this story have been bouncing around in my brain for years, and I finally got around to putting it all together.

_Anamnesis - (an-am-nee-sis)_

_Definition: - the recollection or remembrance of the past; reminiscence_

_\- the medical history of a patient_

_\- Platonism. recollection of the Ideas, which the soul had known in a previous existence, especially by means of reasoning_

* * *

**1.**

“Where have you brought us?

Leaning against the TARDIS door frame, the Doctor looked over the garden.

It was beautiful, certainly, and peaceful. Graceful trees lined the edge of the neat lawns, with brightly covered flower borders at the foot of the trees. Behind were rolling fields and green hills, a rural pastoral vision. There was a covered walkway through the garden, intertwined with blooming roses.

Pausing to steady herself, the Doctor regarded her surroundings.

“Thought you’d bring me to a hospital, or a science lab or summat. Still, nice garden. Maybe a bit of peace and quiet’ll do me good.”

Another burst of errant memories hit and she reeled, clutching the blue door for support.

“Oof, right in the pre-frontal cortex…and a Slitheen memory to boot. Could’ve been better, could’ve been worse.”

She looked over at the roses.

“I shouldn’t spend so long on my own. Think how bad those memories would’ve been if I hadn’t had a friend with me then.”

Pulling herself together, she shut the TARDIS door, and strode off down the walkway.

“And think how bad it’ll be if you lose any more memories. ‘Specially those you actually want to keep.”

She brushed her fingertips against the petals of a rose as she passed.

“The whole point of this was to try and get stolen memories back, not lose control over ones you know you have.”

Humming gently, she focused on the surroundings as she walked; the crunch of gravel under her boots, the flashes of sun on her skin, the lazy drone of the insects buzzing around the flowers. The here and now, physical sensations rather than remembered ones. For a little while, it worked.

“Always meant to plant a garden somewhere in the TARDIS. Bit of hydroponics, bit of Zen. Maybe I could get a fishpond?”

But as she came out of the covered walkway, another attack shook her, and the sky turned upside down. This memory wasn’t a nice one, not at all. War, explosions, running but not an adventure. The Doctor didn’t want to try and track down what that particular memory was, kept her eyes pressed closed.

“Not now!” she cried. “I can’t be dealing with this now!”

“Are you all right? Do you need help?”

A new voice. Young, female by the sound of it, and worried. The Doctor didn’t even realise she’d fallen until she felt hands helping her to sit up, brushing back the hair from her face.

“Are you hurt? Should I get a doctor?”

“I am a Doctor! I’m _the_ Doctor.”

She risked opening her eyes. The flashes were fading, the present returning. The young woman kneeling beside her looked about twenty, if you could tell age by appearances, with very long black heir caught in a plait, and her skin gleamed golden in the sun. Her eyes were startlingly blue, and they were looking into the Doctor’s with concern.

“OK… but I could call for another Doctor? If you need help?”

“Uhh, maybe? If you could start with where I am?”

“This is the Serenity Garden. In the estate of the Cerebral Order?”

“Ohh!”

Things started to make more sense. The Doctor looked over the other woman’s clothes; a kind of tunic in a dusky pink colour with black leggings underneath.

“You’re a Sister of the Order?”

“Lay sister.”

She helped the Doctor to her feet, dusting her down.

“I don’t really have the temperament to be a full sister.”

“Fair enough. Lovely idea, the Order, but I couldn’t do it either. What’s your name?”

“Serene.”

“Oh, like the garden?”

“That was the intent. I was a very excitable child, and they named me Serene so that whenever anyone said my name to me, it’d be a reminder that I’m supposed to be calm and composed, not jumping about all over the place.”

The Doctor scrunched up her nose at the notion.

“Wouldn’t work on me… wait, so you grew up here?”

Serene nodded, guiding them both out of the garden and towards the enormous sand-coloured buildings, laid out around an open cloister, like an ancient Earth university, all soaring spires and stained glass, a cathedral to learning and knowledge.

“Intergalactic orphan. I was dropped off as a baby, no idea who I am or who my family were. Just a note to look after me and keep me safe. Not a bad place to grow up though; the Order adopted me and let me be a part of them.”

It sounded to the Doctor like a carefully rehearsed speech, an answer to a frequently asked question and though she was curious, she didn’t push. Not the time or place for demanding answers from a stranger, not when she herself was dealing with a similar question.

“Where are we going, Serene?”

“Reception. The computers can make an estimation of what help you need and direct you from there. Is it medical help you came here for? A diagnosis?”

“Not really sure. I’m having trouble with my brain, keeps fizzing and bringing up stuff I didn’t ask for. Bit confusing, very frustrating.”

“You didn’t come from the Spaceport, though?”

“My ship doesn’t need a landing platform; she’s some very strong ideas of her own. When I started having these problems, she brought me here.”

Serene didn’t seem bothered by the peculiar answer, but then the Cerebral Order was dedicated to the pursuit of understanding. Possibly she was used to people coming here with odd questions and strange ways.

“Never been here before,” the Doctor continued. “I used to go to the Library if I wanted to know something I couldn’t find out myself.”

Serene’s face lit up with a huge smile.

“I’ve always wanted to go to the Library! I know we have access to almost everything here, hundreds of libraries of our own, but they’re all part of the Order. I’d love to go somewhere else, see what it’s like there!”

“You’ve never left here?”

Serene shrugged.

“Can’t. No transport, and we don’t use money. I earn my keep, but I can’t earn anything to pay from passage off the moon.”

The Doctor glanced at the sky - moon rather than planet. That was why the atmosphere felt so different. Artificial exosphere, by the feel of it.

“But I can’t complain," Serene continued. "Things could’ve been so much worse - what is it?”

The Doctor staggered as another wave of memory rose up violently, cresting within her brain. Pressing one palm to her temple, she squeezed her eyes closed, trying to force it down, but as Serene grabbed her other hand to steady her, something else happened.

At first, the Doctor had no idea what, just that there was a shower of sparks, a loud bang (whether real or metaphorical, she couldn’t say), and they both fell over.

When she sat up, the memories had stopped exploding, and she felt oddly calm. Serene, however, was kneeling on all fours, head bowed, her fingers digging into the gravel path.

“What- what was that?” she asked, voice shaking.

“Not sure.”

The Doctor got up, shaking out her limbs that were no longer fizzing. She couldn’t even remember what the memory explosion had been, this time.

She looked over at Serene.

“Is your watch meant to be doing that?”

“What?”

Serene sat back on her heels, raising the sparking gadget on her arm in front of her.

“Um, no. It’s a recall device. You know, helps you with study by recording a back up of things you’ve learned? It doesn’t usually look like a firework.”

The Doctor pulled out her sonic and scanned both Serene and the recall device, reading quickly through the results.

“Oh. Whoops.”

Serene regarded her with suspicion.

“What does that mean? Is it broken?”

“Bit worse than that. See, there’s a load of memories that got wiped from my head, and I was trying to see if they were still stored anywhere in my brain. My ship’s telepathic, so I thought, maybe she could help? I linked up with her and that’s when I sort of… lost control. Everything all whirring around inside my brain, and that’s why she brought me here. And when that attack hit just then, and you touched my hand… well, I’m not sure. Are you okay?”

Serene got up, slowly.

“I think so?”

The Doctor made a few adjustments to the sonic and directed it at the recall device. The sparking stopped, and Serene shook it, then pressed a few buttons on it. A readout projected above her wrist, and she tapped the tiny silver implant behind her right ear.

“That’s weird… says it’s full. Didn’t think it could get full; it has a compression element that’s supposed to reduce everything down for storage.”

“Oh.”

The Doctor gave her an apologetic look.

“I think it might have, sort of, tried to sync with me. With the memories I was experiencing. Surprised it didn’t short out completely, to be honest. Lots of memories, me.”

“I... I have no idea what any of that means. I lost track round about ‘my ship is telepathic’, to be honest.”

The Doctor hesitated.

“Let’s go into Reception. See who we can find to help.”

“This way.”

* * *

Serene directed them both through the ornate doors on the front of the building, which was as magnificent inside as it was out. The reception was a vast open space, the full height of the building, with sweeping towers from floor to ceiling, and enormous stained glass windows to let in the natural light. The Doctor vaguely remembered having once learned that the windows depicted moments of great discovery, scientific and philosophical breakthroughs throughout history. There was an aura of peaceful calm as people went quietly about their business.

To one side there was a white skinned, grey haired woman in a similar dusky pink tunic, sat behind a desk. Her welcoming smile turned to a frown as she saw who approached. “Who’s this, Serene? I thought you were meditating in the garden.”

“I was. This is the Doctor-”

“Hello!” The Doctor interrupted, waving excitedly. The Sister did not reciprocate.

“She’s come here for help with her memories,” Serene continued. “Probably Professor Leyser?”

“Please place your hand there,” the sister said to the Doctor, paying no attention to Serene. She indicated the glowing panel on the desk, typing away on the console on her side of the desk as the Doctor complied.

“That’s… unusual.”

“What?”

“Somehow your print is in our records, but you’ve never been here before. And your picture…”

The Sister looked between what had popped up on the screen before her and the woman on the other side of the desk.

“Doesn’t look much like you?”

“Oh?” The Doctor beamed. “Which face is it? Dark hair? White hair? Very short hair? All teeth and curls?”

“Yes. All of those.”

“Oooh. Not this face yet, then?”

“No.”

“Well, no time like the present to update your records!”

“This is very unusual. But welcome, Doctor. Serene, please take our guest to the diagnosis suite.”

This turned out to be down the far end of the reception hall, a series of rooms with various equipment laid out. A blue-skinned young man in a silver tunic set up a machine with electrodes that he attached to the Doctor’s temples, connecting numerous monitors.

“You seem to be in good health, generally. Both pulses steady.”

“Hard lot to surprise, aren’t you? Meet many two-hearted species, do you?”

The Brother smiled.

“We’re dedicated to study as much as we are to practise. We see pretty much every species here.”

“And you’re…Crespallian?”

He nodded, programming a sequence into the electrode machines.

“I’ve met a lot of species too. Had a sort of friend who was Crespallian. He was a head in a box, last I saw him.”

The Brother did not react to that, as serene as a member of the Order was supposed to be.

“There’s even a wing connected to the spaceport specifically for those who breathe different atmospheres, or come from planets with other gravities.”

“Excellent! What’s my diagnosis, then?”

“Memory problems, was it?”

He took out a hand light, shining it into her eyes to test her pupils’ response.

“Kind of. I was trying to see if some of the memories that got wiped from my mind were retrievable, and it’s all gone a bit wonky.”

“Hmm. These readings are a little strange… Professor Leyser is probably your woman. I’ll call someone to take you to her lab.”

“I’ll take her,” Serene volunteered. “I know the way.”

The Brother, taking off the electrodes, looked over as if he hadn’t noticed Serene was even in the room.

“All right. Call for help if you get lost, yeah?”

Serene smiled, seemingly ignoring the implication she couldn’t be relied upon.

“I’ve been roaming these halls since I could walk. I’m sure I can find the way.”

She escorted the Doctor out.

“They don’t take you too seriously here, do they?” the Doctor asked, watching Serene carefully. The young woman’s face wore the same neutral expression as when the Doctor had asked her about her background, and her reply was in the same measured tone.

“Well, they all chose to come here, either to work or to study. I just got taken in like a charity case. Some of them look down on me a bit because they don’t think I earned my place, some of the older ones still see me as the grubby child they had to stop running in the corridors, climbing the walls or building forts out of seat cushions.”

“No running in corridors?” The Doctor was genuinely shocked. “What do these people _do_ all day?”

“Study. Lecture. Argue.”

“And this Professor? You knew she was a memory expert, before we even went near the diagnosis machines.”

Serene smiled.

“She keeps lemon drops in her desk. She’s been here longer than I have, and she didn’t seem to mind being bothered by a curious orphan.”

The Doctor smiled back, then she grabbed Serene’s hand.

“Run!”

They pelted down the corridor, laughing out loud.

* * *

Professor Leyser was a middle-aged black woman with a shaved head, and she wore a blue tunic and a white coat - seemingly ubiquitous with scientists across the universe. She seemed genuinely interested in the Doctor’s situation, not just as a case to study.

Deciding that honesty was probably the best approach here, the Doctor told the Professor almost the whole story - that she had had huge chunks of her life erased, possibly thousands of years of memories.

“And you don’t know which planet you originated from?” The Professor asked, fitting various pieces of equipment onto the Doctor, who was trying to hide her discomfort at experiencing what was so very like being experimented on.

She still didn’t truly remember Tecteun - her adoptive mother, but also the woman who had used her as a lab rat for possibly millennia - other than what she’d seen in the Matrix on Gallifrey, and she wasn’t sure how much to trust what the Master had shown her. She’d managed to resist trying to explore those lost memories for a while, but now she didn’t have her friends, her fam…

The Doctor pushed that torrent of confusion and emotion aside, as firmly as possible.

“Serene said you have lemon drops? Love lemon drops.”

Professor Leyser, recognising a distraction technique immediately, smiled and indicated to Serene, who began to rummage in the drawers of the desk in the corner of the lab.

“Now, you’ll have to concentrate for a while. Tell me about what happened when you tried to recover the memories?”

“Well… my ship has telepathic circuits. We’re always in some form of contact, mostly unconscious. Sometimes I can access them a bit more directly, and I thought, maybe if I connect with her, and try to open up my mind, I can find memories I’ve lost? Or see of there’s any trace of what was taken from me…”

The Doctor trailed off. Serene handed her a lemon drop, then retreated a respectful distance.

“And what happened?”

“I’m not sure. Think I misjudged some of the calculations, and it sort of scrambled my memories. Things keep popping up and I don’t seem to be able to control them very well.”

“But you’re not getting the same attacks now?” Serene pointed out. “When I first saw you, they were so bad you fell down. And it looked like they hurt you.”

“You’re right,” the Doctor realized. “They stopped once your device absorbed some of them.”

“There’s still an awful lot of activity,” Professor Leyser said, reading the monitors from her equipment.

“Your amygdala is lighting up like an aurora. Seems like there’s a lot of confusion in your brain about where to store which type of memory, which will probably make it difficult to recall any long term memory at will until we can calm this down. There doesn’t appear to be any physical damage, although without accurate mapping of your brain from before…”

The Professor shrugged.

“I should be able to sort this out, but I can’t say whether it’ll affect your memories. I hope you’re not in a hurry to be off because this could take a while.”

The Doctor took a deep breath. She could do this. It wasn’t prison (again).

“Can’t say I’m the biggest fan of tests and being told what to do. But right now, I don’t have anything pressing. So…okay.”

After a few minutes of setting up further equipment and making complex adjustments, Serene piped up from her place in the corner.

“What’s a Pting?”

The Doctor blinked in surprise.

“Why d’you ask?”

“I - don’t know. It just popped into my head.”

“It’s a creature that eats anything inorganic. Nasty little things. Can survive out in space, very dangerous. Have you heard that name before?”

Serene shook her head.

“I don’t think so. I don’t usually study that sort of thing.”

The Doctor thought rapidly.

“What else is there popping into your head right now?”

“Um… I don’t know. It feels a bit weird.”

The Doctor beckoned her over, taking out the sonic and scanning the wrist device once more, before moving up to the partner implant on Serene’s neck.

“How does this thing work? Does it literally copy your memories?”

“I have no idea. I never thought to ask, almost everyone here has one, except the visiting academics, they think it’s like cheating somehow.”

Professor Leyser nodded in agreement, showing her similar device.

“Looks like when you got some memories of mine, they mixed up with yours and now your gadget is trying to sort them out, so they’re popping up in your head, rather than mine,” the Doctor mused.

“Add it to the list. Sure we can sort it out; while you’re sorting out my head, you can help Serene with hers?”

The Professor smiled.

“I’ll get some more lemon drops.”

_To be continued_

* * *

Disclaimer: Anything you recognise, probably isn't mine, anything you don't recognise probably is.

**Notes for the Chapter:**

> I already posted this on Fanfiction.net earlier this year, so hopefully I'll be updating regularly.  
> (I'm also still getting used to the posting and tags thing)


	2. Chapter 2

**2**

The Doctor stayed at the Order for several days.

Once the memories had stopped leaping about in her brain like gumblejack swimming upstream, she was able to concentrate on fixing the problem, and she and Professor Leyser soon had a plan of action worked out for both patients. Then the Doctor had a poke about with the equipment and managed to make most of it work remotely, so that she could wander around the estate freely and explore. She’d had more than enough of confinement, of any kind.

One particularly sunny day, she found herself drawn back to the rose garden - no, the Serenity Garden. It lived up to its name, and the Doctor found she was actually enjoying a little peace and quiet. The Cerebral Order was, when you looked at it right, a buzzing hive of activity, but it was so well ordered and focussed, it was easy to miss all of that, if you wanted to. The spaceport was laid out so the constant incomings and outgoings were almost invisible to those on the estate, and it was so easy to get caught up in what you were doing. Walking in quiet gardens with only her thoughts for company - who’d have thought it? But it reminded her of the Eye of Orion, restful and healing.

The estate was vast, with entire wings dedicated to each school of study, and the Doctor found herself wondering how much went on here, if there were studies she could get involved in - maybe try teaching again? Been a while since she’d been a teacher, and sometimes that was a really good way to make friends. So many things she hadn’t yet done in this body…

The flashes of rogue memory had stopped entirely, and although no new memories had appeared, she didn’t seem to have done any harm to herself, nor to Serene. One thing still troubled her - what memories of hers did Serene now have? She’d quizzed her thoroughly, but the younger woman didn’t seem to be able to call them up at will, and the memory device had tangled them up so thoroughly, it would take a lot of work to remove them completely. Serene claimed not to be aware of new knowledge, but she occasionally mentioned things that the Doctor knew she hadn’t told her, and that she couldn’t have just looked up. Might have to resort to a mind-wipe, though finding the memories to wipe them could be tricky. Still, at least it was only memories and not as bad as a metacrisis or anything…

She rounded a corner, meaning to swing by the TARDIS and check up on the old girl, and was surprised to find Serene sitting cross-legged on the ground next to the blue box. Her eyes were closed, her long black plait over one shoulder, and she had the palm of one hand pressed against the side of the TARDIS. There was a vague humming in the air, as if the two were communing and the Doctor felt a peculiar flash of - what? Couldn’t be jealousy, she’d shared the TARDIS with hundreds of her friends, many of who had been closer to the TARDIS than Serene was right then. But it was jarring, nonetheless.

She went up to the meditating lay Sister and pressed a fingertip against her nose.

“Boop!”

Serene scrunched up her face, her blue eyes flying open, startled.

“Oh, Doctor! I’m sorry, I didn’t mean to intrude. But I had this feeling that I should come and meet your ship? I only had the vaguest of ideas of her, but you said she was telepathic so I thought I’d, I don’t know, try and say hello?”

The Doctor thought about this.

“Wanna take a look inside?”

Serene scrambled to her feet, eyes shining in excitement.

“Really?”

“Yeah, why not? Come on. ‘Bout time you two met.”

The Doctor opened the door and they went in.

“She’s beautiful!”

Serene ran in, right up to the console and spun around, her gaze directed upwards, mouth open like a delighted child.

“Your ship’s like a cathedral!”

The Doctor smiled, proud like a parent. Serene put her hand on one of the columns.

“Did you build her? Or did someone else choose this design?”

“This design she chose herself. The interiors, anyway. The exterior - long story. Aren’t you going to ask me about how it’s bigger inside than out?”

Serene paused, frowning momentarily.

“I think I knew that already? I mean, I didn’t know that I knew, but as soon as I came in, the knowledge was there in my brain. Are you sure the treatments have been working?”

“Course! Though I wasn’t sure what your device had absorbed in the first place. Maybe we should try syncing you up…”

Serene’s eyes went very wide, and she immediately put her hands behind her back.

“Isn’t that what caused this in the first place?”

“I don’t mean telepathically! I’m not just gonna open her up and throw you in, 'specially not on the day you meet! I just mean I’ll access her memory banks, and try and sync your device with them; maybe she can separate out the two sets of memories. Can you take it off?”

“This bit, yes.” Serene unstrapped the wrist device, then tapped the implant in her neck. “But not this part, it’s surgically implanted.”

“Never mind, sure I can switch it off, or break the connection, just for a bit.”

The Doctor pulled out her sonic, placing the wrist device on a small column standing up on the console. She made a few adjustments, carefully connecting the two.

“Not that different from upgrading a mobile phone to make calls through time and space… if I transfer all content into the TARDIS databanks, then get her to separate them all out…”

Serene wasn’t paying attention, wandering around the console room, touching parts of the structure almost reverently. The Doctor suspended the link between the memory device and the implant, and let the TARDIS take over. The ship knew what she was doing. Hopefully.

“Did you know there’s a library in the TARDIS?” she asked Serene. “Separate from the databanks, I mean.”

“Mmm. No, I can’t remember anything about her now. That must mean the memories are confined to the device, and I haven’t absorbed them into my brain?”

“That’s what the Professor said. She doesn’t think you’ll remember anything once I separate them out.”

Serene stopped, staring at the Doctor in horror.

“I’ll forget you? And the TARDIS? I don’t want that!”

“No, I’m sure you’ll remember everything you experienced before the sync. That was your brain, and I’m not touching that.”

 _‘I hope,’_ she thought. _‘I lose too many people to stolen memories, I don’t want to disappear from anyone else’s mind, if I can help it.’_

She checked the programme; running as expected.

“There is something else. I started this recently, kind of like the library, kind of like your recall device, so I can’t forget what’s important. D’you want to take a look?”

* * *

It looked like a blank room on first entering, white walls, floor and ceiling. But then images started to appear, like a display of tiny photographs pinned to a board. They spread, covering the walls entirely, and as they approached, the pictures started to move.

Serene, fascinated, went right up to one, watching the tiny figures within the picture repeat a movement, a moment frozen in time.

“What are they?”

“They’re memories. Stored memories, represented as pictures, all the places I’ve been to, the people I’ve known. I haven’t got round to cataloguing them, or putting them in any order yet.”

“All of these are your memories? No wonder the recall device filled up!”

The Doctor walked slowly along the wall, casting her gaze over the flickering images. Some of these memories were painful, some unbearably so, but others were wonderful.

“Hello, Clara. Not forgetting you again, don’t you worry.”

Serene was trying to take in as much as she could, but was drawn to a series of pictures.

“Do you mind if I ask… who are these people?”

A red-headed woman in a tunic dress not unlike Serene’s own, and a slim-built man in a brown striped suit.

“Oh… that’s Donna. She was my friend, travelled with me. She had to forget me, but I’m making sure I never forget her.”

“And the man?”

“That’s me!” The Doctor grinned. “Can’t you tell?”

Serene’s gaze went momentarily unfocused, and her hand crept up to the implant in her neck.

“Nothing’s coming up… But you said something at Reception when you arrived about having different faces.”

She frowned in concentration.

“Regeneration. You regenerate, change they way you look.”

“Yep. Used to have a man’s body. Several men’s bodies, in fact.”

“Is that you?”

Serene pointed to another image, a tall, broad shouldered man in a blue military long coat.

“No, that’s Jack! How could that be me? We look nothing alike!”

“Oh, and you do look like that guy?” Serene pointed to the first picture, smiling.

“How many of these are you?”

The Doctor’s smile faded.

“There’s thirteen other faces I do know. Not sure how many I’ve had. A couple who could be me, or said they were me, but I don’t remember them.”

She pointed at a picture of a black woman in a blue-grey coat and matching waistcoat, a brightly coloured shirt underneath. She stood in front of a lighthouse, a knowing smile on her face.

“The name she was using was Ruth, but she’s me too, somehow… haven’t quite figured it all out yet.”

Serene watched her, carefully.

“I can see why you wanted to try and explore your brain for lost memories. I… kind of know what it’s like, to not know who you are.”

The Doctor met her gaze, the haunted expression vanishing as she pulled her memories back under control. The pictures on the wall shifted, rearranging themselves completely.

“Have you never tried to find out?” she asked Serene. “The estate has all these resources…”

“I…” Serene hesitated, clearly not comfortable talking about it.

“I’ve been to a couple of planets where there are people who look like you, if that means anything. A few systems to narrow it down to.”

“But where to start? And what if I didn’t like what I found?”

The Doctor put a hand on her shoulder, an unspoken offer of support.

“That’s something only you can decide, Serene.”

“I know. I mean, I’m okay here. I’m safe. That’s the only thing I do know - whoever brought me here, they wanted to me be safe. I don’t know why they chose the Order, but there are far worse places to grow up, I suppose. I can be content here.”

“If that’s enough for you.”

Serene winced suddenly, touching the implant again.

“Ow! It's never done that before.”

“Probably means the work’s finished, and it’s rebooting. Come on. We should get you back to Professor Leyser.”

* * *

The Professor had put aside all her other work and research to focus on the problem the Doctor had brought her, and was reluctant to let her go, now that it had been solved.

“I don’t suppose you’d consider staying on? I could write a lifetime of papers on you!”

“Not really my thing, sorry. Spent enough time in labs already. And I don’t think it’s a good idea to have too much information about me stored all over the place.”

The Doctor pressed a button on the sonic, surreptitiously waving it over the main storage unit of the computer. The programme she’d built into it started up, quietly erasing the pertinent parts of the Professor’s work.

“I’m sure you mean well, but sometimes knowledge for knowledge’s sake can be dangerous. I appreciate what you’ve done for me, and for Serene, really I do. Thank you. But I can’t allow you to keep all that you took out of my head.”

“I did more than you know!” The Professor shouted, suddenly angry.

“I protected you! Do you know how many people here would give their right arm to study you? What people wanted to do when they found out who you were? A Time Lord, here within the Order?”

The Doctor recoiled, genuinely taken aback. Had she really missed something so important right under her nose? Been so distracted by the quiet, she hadn’t thought to question it?

“Half the department - and a lot of other departments - they wanted to scan your brain, far more intrusive experiments than anything I suggested, and I always made sure I had your consent before going ahead. Not everyone here would do that. I had to remind them what this Order stands for, why certain practises will always be banned here.”

“Transgressions of the laws of the Order are taken very seriously,” Serene spoke up. “Instant ejection is the punishment for any ethical breaches, and they don’t let you back in once you’ve been kicked out.”

The Doctor didn’t know how to react to all of this, struggling not to lose her temper.

“You _knew_ about this?”

“No! But there’s always some argument going on about people sharing resources, and I knew you got a lot of people’s interest up when you arrived. I would’ve told you if I thought there was any danger. People don’t usually pay much attention to me, but I made sure security knew to limit access to you, as soon as you started working with Professor Leyser.”

“You have security here?”

The Doctor tried to remember seeing anyone who looked like a security guard anywhere.

“Travelling between wings can be restricted, and zones locked down if necessary, all by the computers. We don’t need patrolling guards, but there are people who can intervene, if necessary.”

The Doctor suppressed a shudder. Even the thought of being locked up again…

“But I’ve been all over, and no-one’s ever stopped me?”

“You’re a guest,” Professor Leyser interjected. “You came here for help. And no-one was going to just abduct you in the corridor, no matter what sort of knowledge they wanted from you.”

“Glad to hear it. Think it’s probably time I left now, though. Like I said, thanks for helping me. But maybe this isn’t the place for me.”

The words had barely left her mouth when an alarm went off, loud and insistent.

“Was it summat I said?”

“That’s the proximity alarm,” Serene realised. “I’ve never heard it go off for real, only tests. And there wasn’t one scheduled.”

“The last one was…” The Professor glanced at Serene. “You would’ve still been a baby. They only tried the once. Our defences are robust.”

“Defences?” The Doctor asked. “Why would you need defences? You’re a peaceful order, dedicated to study and knowledge.”

“That doesn’t mean we’re helpless. We don’t allow weapons development here, but we do have an abundance of scientists and engineers, a wealth of experience to draw on. We don’t usually get involved in other people’s politics, or their wars, but we’re not naïve enough to believe that everyone will leave us alone.”

“So, the alarm?”

“I don’t know.” The Professor was worried. “As I said, it’s been nearly twenty years since the last time I heard it.”

“Perhaps you could take me to wherever the alarm’s coming from? Do you have some sort of control centre?”

“Control is based in the spaceport,” Serene replied. “I’m not usually allowed in there, but I know the way.”

“Great. Let’s go.”

* * *

There was a sleek monorail that ran silently and swiftly between the main base of the Order and the spaceport. Serene was flitting between a childlike excitement at getting to ride on it and very real concern about what was happening, pacing up and down the carriage.

“It’s always so quiet, there’s never anything exciting here. But… I’m scared. What if something bad happens? This is my home.”

“I’m sure everything’ll be fine. I’m kind of a specialist in this sort of thing. Y’know, helping people, defending those who need it. I have a lot of experience.”

“I don’t. Most people here probably don’t either. We’re scholars. Other than maybe the medics, we only deal with, you know, research. Hypotheticals.”

“Serene.”

The Doctor didn’t like to employ the technique the Order used on the young woman to calm her down, but if it was something she was used to… She herself would need to concentrate, and if it could get Serene to live up to her name and stop her panicking, then it would do. She got up and put her hands on the lay Sister’s shoulders, looking into her eyes. It worked, and Serene sat down, training kicking in and she began slow steady breathing to calm herself.

“It’ll be okay,” the Doctor reiterated. “I won’t let anything happen to your home.”

“But you lost your home!” Serene blurted, immediately clapping her hands over her mouth.

The Doctor took a breath. So much for taking the memories out of the other woman’s mind.

“Yeah, I did. More than once. Is that what you’re seeing?”

Serene shook her head, mortified.

“I don’t know. It’s not a picture, just a piece of knowledge in my brain. I’m sorry, I didn’t know I was going to say that. It just popped out.”

“Looks like there’s still a bit of work to do when all this is sorted out. One thing at a time, though, ey?”

The monorail stopped, and they sprang out, sprinting across to the main control centre within the spaceport. Serene directed them, and as they reached the security unit, the Doctor overrode the door controls with the sonic, barely slowing down until the found the source of action. The alarm had been silenced, but flashing lights covered every panel, and green-uniformed security staff were manning every piece of equipment, intently.

“Right, who’s in charge and wants to tell me what’s going on?” the Doctor announced. She waved the psychic paper in the faces of anyone who turned her way; a number of the staff just carried on with their work, paying her no attention.

“Security specialist?” read out the dark-skinned man in the brighter green uniform, the gold piping denoting his higher rank. His name badge read ‘Security Controller Selemani.’

“I’m freelance,” the Doctor told him, snapping the case on the psychic paper shut.

“What are you doing here?” he directed the question to Serene, conspicuous in her pink tunic.

“I’m her assistant,” the girl replied quickly, before the Doctor could answer. “She seconded me.”

“Assistant? Been a while since I had one of those. I quite like it. Anyway, tell me about the situation.”

Selemani regarded the two women with momentary suspicion, then decided it was probably best to get all the help he could.

“The ships have refused to identify themselves, and we don’t have records of anything matching their description. They’re refusing to answer us, but they’re testing our perimeter defences persistently.”

“The ion cannons will see them off,” a younger security officer announced, confidently. “And we can launch ships from the planet below, if the situation escalates.”

“Yeah, well good job I’m here, then,” the Doctor snapped. “I don’t like guns. There’s always another way. Let me have a look.”

She took over one of the monitors, bringing up all feed of the three scouting ships.

“Not ringing any bells… Professor Leyser said there hadn’t been an attack in twenty years. Is that right?”

“More or less," Selemani replied. "We get a few ships trying to bypass the defences every now and then, sometimes people try and smuggle things off the moon that aren’t supposed to leave. But no outright attacks.”

“And what set off the alarm?”

“They damaged one of the satellites that maintain the exosphere, as soon as they entered the proximity. No warning, no demands. And now they’re testing the limits of our defences, which looks like they’re planning an all-out attack.”

“And the last time someone attacked? What happened?”

“None of us were here then,” Selemani replied. “As far as I know, it was a battle cruiser, but the ion cannons were sufficient then.”

“And what did they want? Could it be the same people?”

“Uh, they wanted something kept here, I’m not sure what.”

“Well, let’s find out.”

The Doctor opened up a comms channel, directing it at the circling scout ships.

“This is the Doctor, representing the Cerebral Order. This is a peaceful organisation; your behaviour is hostile and will not be tolerated. State your intent.”

For a moment, nothing. Then, and perhaps it was hearing from someone other than security, an image began to appear on the screen. They looked to be humanoid, no immediate identifying features, and wore a military uniform.

“This is Commander Kasir, of the Neved Elité.” She pronounced the last word ‘el-ee-tay’, which made the Doctor wonder.

“Is that your species, or the name of your organisation?”

“Neved is our planet. We represent the military branch of our people, the Elité.”

She had an arrogant tone, and appeared annoyed the Doctor didn’t already know who they were, which didn’t endear them to anyone in the room.

“And what are you doing here, Commander Kasir? What does a military ship want with this Order?”

The Commander smiled, and it wasn’t a pleasant expression.

“You are the keepers of knowledge. There are things we wish to know, things your Order keeps within its records.”

“And you couldn’t just ask?”

“We have made requests. They were denied. Our President did not accept that denial, and has sent us here to retrieve the information.”

“And what is this information?”

The Doctor knew she wouldn’t like the answer, but it had to be asked.

“We have enemies, Doctor. We have been at war for some time, and with the information your Order holds about them, we can discover their weaknesses. Biological weaknesses that could allow us to construct weaponry to end the war.”

The Doctor set her face to an expression of utmost seriousness.

“Not going to happen. Abuse knowledge from this Order to wage biological warfare? Absolutely not.”

“You won’t be able to stop us, Doctor. We are very close to discovering the imperfections in your defence system, and we’ve already blocked all contact with the planet below. They won’t be coming to your assistance.”

Security Controller Selemani, stood behind the Doctor, stiffened in shock. Quickly, he gestured to his staff to see if what their attacker said so calmly was true.

“Yeah, well, they don’t need assistance. They’ve got me.”

The Doctor’s tone was as serious as her expression.

“And I will not let you defile this place with your war, Commander. Whatever you’re planning, I’ll stop it.”

Commander Kasir faltered. She had clearly not been expecting such a response from what she saw as a glorified university.

The Doctor broke the connection, turning back to the security staff, all of who were now looking at her, uncertainty in their eyes.

“Right. So now we know what they want. Probably safe to say they intend to target all your medical and biological records, probably the staff as well. So get all your network technicians to focus on those, in case they try a remote hack, shore up any weak areas. Now, tell me what defences you have, and I don’t want to hear anything about ion cannons.”

A number of staff started moving immediately, recognising the truth in her words and working to carry out her orders. Selemani stared at her as she got up and began to pace back and forth, thoughts whirring.

“The exosphere’s artificial, right?” The Doctor continued. “Built to protect the moon, maintain the atmosphere, yeah?”

“Yes. It creates a barrier against radiation, adjusts the natural gravity…”

“I’m getting an idea… how does it work? You said it was maintained by satellites - do they do everything, or is it run from down here?”

“Uh, that’s not really something I work with, Doctor.”

“Then who does?”

“There’s a maintenance department,” Serene spoke up, having been watching everything silently from the back of the room. “And it’ll have been designed by people in engineering.”

She activated her recall device’s readout, projecting a directory from her wrist. Quickly, she scrolled though it, highlighting a number of names and swiping the relevant information toward the monitors, so that it transferred to the screen.

“That’s handy.”

The Doctor scanned through the information rapidly, then began to type out a programme of action, while a technician set up a multi-way conference with the specialists in question.

“Serene, I need you to fetch me some equipment from the TARDIS. She knows you, so you shouldn’t need a key, but you better hurry.”

“Any excuse to run in the corridors,” Serene shot back with a half-smile, picking up the list on her recall device and sprinting away.

“Right, let’s make a start, shall we?”

To buy time, the satellites were reprogrammed with different orbital patterns, and the security experts did all they could to boost their defences. However, this only served to annoy the Nevedi ships, who began firing at the satellites, trying to destroy them, and the exosphere itself, testing for weak spots they might penetrate.

The Doctor, knowing she needed time for her plan to work, allowed a warning shot to be fired from the moon’s defences, then made another broadcast on the comms channel.

“This is a peaceful organisation, but we will defend ourselves in the face of hostilities. I warn you again, leave now.”

But the Commander would not reply.

“Suppose that was a bit too much to hope for.”

The Order might not have been used to working under threat, but they pulled together with a minimum of arguing, recognizing the Doctor’s plan as the best way to avoid bloodshed. The most trouble was getting the Brothers, Sisters and People of the Order to work with the security staff, who were not strictly part of the Order, seen as a necessary evil to maintain the safety of the estate.

The Doctor rolled her eyes.

“No time for snobbery in the best of situations. Really no patience for it now. Get along, or we all die together, yeah?”

Serene, breathless and staggering under the weight of the equipment she fetched from the TARDIS, was set to assisting the technicians, many of whom she already knew. Pausing in her own work, the Doctor saw how calm the girl was now, not quite serene, but focussed, and how she made the effort to ensure everyone around her was okay, helping those who needed it. For a young woman who didn’t seem to have a set place within the organisation, she didn’t show it, working equally with everyone, with none of the rivalry between different departments. They could learn a thing or two from the orphan they’d adopted into their ranks.

“Okay, team-”

There was a little pang, in both the Doctor’s hearts. It was hard, travelling alone, no friends around her. But she was making new friends, right? Helping people out? That would be enough.

“We ready to go?”

Everything was assembled, adjustments made, and the Doctor completed the last programme, typing furiously.

“Let’s give it a whirl.”

She pressed the final command and - nothing.

“Huh. That was a bit of an anticlimax.”

But the other staff were trying to execute different commands, with no results either.

“No, no, no, no, no! They’ve hacked the satellites! They’re blocking the signal, and the cannons are outside the exosphere, so I can’t get the programme to upload! Can’t make any changes to the exosphere from down here, and can’t launch any ships into space without risking getting shot at. No help coming from the planet…”

Decisively, she leapt to her feet.

“Only one thing to do - Serene, with me?”

The young lay Sister was by her side as she ran back out of the security unit.

“Don’t panic, I’m on it!” the Doctor called back as they ran. “I’ll update you as we go!”

* * *

Arriving back at the TARDIS, the Doctor began flipping switches, adjusting parts of the console and typing in yet more commands.

“What can I do?” Serene asked.

“You know how I synced you up with the TARDIS? Put your wrist device back on here -” she nodded at the little column - “and concentrate on all the work we just did. Help her get all the commands transferred over before we take off.”

“Take off?” Serene did as she was told, blue eyes very wide.

“Yep. Can’t get the signal up to the satellites from the ground, so we’re gonna take it up ourselves.”

“Won’t… won’t we get shot at?”

“Nah, my ship’s got moves! I’m sure we’ll be fine.”

The Doctor paused, remembering. Was it fair to take someone else into danger? Especially someone who wasn’t used to it.

“You can get off now, if you want to. I can cope on my own.”

“No, I’m…” Serene swallowed her fear, resolute. “I’m here, if you need me.”

“Excellent. I’ll keep us safe, don’t worry.”

And the TARDIS dematerialised.

The Doctor established contact with the crew on the ground as she took the TARDIS into low orbit, just outside the exosphere.

“So, first things first…”

She sent the updated programming to the remaining satellites.

“Here’s hoping the Nevedi ships’ll stop attacking them long enough for this to work… seems to have gotten through. Keep an eye on the monitor, yeah? Let me know if anything changes, that’s very important.”

“On it.”

“Now for the ion cannons. Don’t like guns, but sometimes, they have their uses.”

The TARDIS performed a complex series of movements, weaving in and out of the geostationary cannons, uploading the changes.

“Did I ever tell you, the man who came up with the idea for particle cannons, Nikola Tesla? Very clever man, and a very good friend of mine.”

“Um, no. Haven’t studied much about energy weapons.”

“Never mind. Nearly done.”

An incoming signal appeared on the screen.

“Unknown ship, this is Commander Kasir of the Neved Elité. You are interfering in our mission. Stand down or be destroyed.”

“Yes, I know I’m interfering!” The Doctor shot back. “It’s something I’m very good at, thank you very much!”

“Doctor? What manner of ship is that?”

“Little busy now, no time to explain. Trying to undo all your nasty little plans, _if_ you don’t mind.”

“Target that ship!” The Commander yelled. “And get me control of those cannons!”

“Hold on!” the Doctor shouted at Serene, and threw a switch.

The TARDIS span away from the moon, clearing the exosphere as the Nevedi began to shoot at them. The ion cannons rotated, seemingly out of control.

“Please work,” the Doctor pleaded, presumably with the Universe. “Don’t let this get any worse. I need a good day. How’s that satellite programme going?”

“Holding steady,” Serene reported, trying her hardest not to show her nerves.

“Good. Might be a bit of a backlash, if I get the timing wrong. Mr Selemani, now would be good!”

The cannons fired - but not at the ships, back down at the moon. Just a short burst, lighting up the exosphere like a shimmering grid as the Doctor activated the dematerialisation circuits, the TARDIS reappearing within it. Even over the sound of the engines, the wheezing groan louder under the strain of a short, precise hop, the Doctor and Serene could hear Commander Kasir laughing.

“Their weapons are malfunctioning! Aim your fire at the command centre, don’t risk damaging what we came for.”

All at once, the three ships opened fire, and then the sky lit up.

“See, that’s the thing about ion cannons,” the Doctor said, almost conversationally, as she went over to the doors and opened them up.

“They’re energy weapons, sure, but it all depends on the type of energy. In this case, when used on an artificial exosphere, it can change the particles it’s made up of, so that, should anyone be stupid enough to fire upon it, it’ll reflect their own fire back on them, in this case, like an EMP. How’s it going down there, Mr Selemani?”

“All good, Doctor. Nothing seems to have gotten through.”

“Excellent.”

She looked out and up, to where the three ships were now floating in space, powerless, knocked out by their own weapons’ fire.

“You might need a few upgrades to your satellites, might be a good idea to put in some sort of relay to stop anyone blocking the feed again, yeah?”

“What’s going to happen to the Nevedi?” Serene asked. “Won’t they die, without power?”

“I sent a message to their High Command, telling them to come pick them up, with a rather sternly worded reminder not to try any funny stuff here again, that the Order is very well defended. Should be able to reach them in time.”

“Oh. Good. I mean, I know they were attacking us, but I don’t like the idea of killing people. The Order’s always been peaceful.”

“You might want to have a word with some of the security staff about that.”

Serene joined her in the doorway, looking down at the moon she’d grown up on.

“It looks even more beautiful from up here. The hydroponic fields… they’re so green.”

She turned her gaze upwards. The exosphere had returned invisible again, and from the height the TARDIS was maintaining, she could see the stars.

“And the sky… is that what your life’s like, Doctor? Seeing worlds from the sky, and exploring space?”

“In between blowing things up, and stopping alien attacks, yeah. Lot of running, fair bit of fixing stuff.”

There was a pause.

“You could come with me, if you like?”

Serene turned to look at her, wide-eyed.

“Really? Come travelling with you, across space?”

“You said you wanted to leave, to see other places.”

Serene glanced down at the moon, then back at the Doctor, uncertainty nagging at her.

“I… yes. Yes, I would like. Very much. Only… I’ve never been anywhere but here. I don’t know anything about other planets, other than what I’ve read, what I’ve studied.”

“Best way to learn, get out there and live it!” The Doctor replied. “Nothing wrong with reading books, but you can’t beat a bit of experience in the field.”

“And the Order? I’m only a lay sister, haven’t taken any oaths, but I shouldn’t just leave. They raised me from a baby, and-”

“Did I not say?” The Doctor grinned. “Time machine as well! Can go all round the universe and have you back in time for tea, if that’s what you want.”

Serene’s face split into the widest smile.

“Then yes! A million times, yes please!”

She flung her arms around the Doctor, who hugged her back.

“Be nice to have a friend around again. Where to first?”

* * *

Disclaimer: most of this isn't mine, obviously.

**Notes for the Chapter:**

> I'm not good at technobabble so I kept it to a minimum - hope this made sense?
> 
> The idea of a non-human 'space nun' as a companion is something I first thought of decades ago, for the 7th or 8th Doctor, but never wrote it. I didn't want her to have a particular religion, so I went with an order that focuses on knowledge and understanding, someone curious and trying to balance that with the restraint taught to her from childhood.
> 
> The following chapters will be the Doctor and Serene travelling together, hopefully some fun and some dark.


	3. Chapter 3

**Summary for the Chapter:**

> The Doctor and her new best friend, Serene, begin to explore the universe together.

**Notes for the Chapter:**

> This, and the next two chapters after, are technically a different story from the first two chapters but they follow straight on, so I'm posting them as the same story.   
> I also decided that at some point before meeting Serene, the Doctor changed her mind about hugging :)

**3.**

"The ocean," Serene said, decisive. She hadn't even had to think about it.

"I've never seen one. We had a small lake on the estate, but the idea of the ocean…"

"Easy!" The Doctor replied.

The TARDIS materialised in mid-air, about a hundred feet above the water level. It was a calm, clear sea, and it stretched as far as the eye could see, in every direction.

"Here we go. Your first new planet."

This was one of her favourite things, ever. Taking someone out into the Universe and showing them how beautiful it could be, especially someone who'd never had the chance before. Maybe that was why she made friends so often with people from time periods before intergalactic travel. It was harder to impress someone who'd already crossed galaxies, although she'd still been able to surprise River sometimes…

Serene stared, open-mouthed.

"I… never imagined it could be so vast."

She leaned out of the open TARDIS door, looking down as a school of dolphin-like creatures swam by, leaping out the water. Sunlight glinted off the waves and it was unbelievably beautiful. She sat down, legs dangling over the side.

"This is what I used to try and visualise, whenever they told me to be calm," she said, as the Doctor sat down next to her.

"I've seen pictures of oceans, recordings, but it doesn't show you how it feels."

She inhaled deeply.

"How it smells."

"And do you feel calm?" the Doctor asked.

Serene nodded.

"It's wonderful. If I could have seen something like this, I'd never have needed to be reminded. I wonder what name they'd have given me then?"

"You could change it, y'know. If you want. Choose your own name."

Serene thought about it.

"Maybe. One day, I might find something I think suits me."

She looked at the Doctor, as if wondering whether to ask her a question, then changed her mind and went back to watching the ocean. They sat for a while in tranquil silence, then the Doctor offered a change of scenery.

It was a secluded, private beach. White sands, palm trees, and water clear as crystal, on a sunny day. Serene was pulling her boots off as soon as the doors opened, digging her toes into the sand.

"It's so warm…"

She looked out across the beach, then, unable to resist any longer, ran across the beach and straight into the water, shrieking in delight. She splashed through the shallows, waded out waist deep, then dived under. The Doctor watched with a smile.

"Suppose I should've checked she can swim first…"

Serene surfaced, splashing. She swept her hair back from her face and dived under again.

"Not a bad place for a little holiday, maybe," The Doctor mused. "Deserted island in the middle of the ocean."

She looked up at the sky.

"Reckon it'll stay quiet? Any sudden explosions? Alien attacks?"

She kicked off her own boots and discarded her coat, throwing them back through the TARDIS doors.

"Let's give it a shot, ey?"

A few hours later, they both were lying out on the sand, talking. Serene was running through her 'where-to' list.

"Cities? Never seen one. Anywhere there's lots of people. We used to get visiting scholars from all over back on the Estate, but they rarely wanted to talk to me about where they were from, what it was like there. I just want to get out there and see it. Everything!"

"No time like the present!" The Doctor got up, pulling Serene to her feet, and they ran back to the TARDIS.

For weeks, they explored the Universe. To begin with, the Doctor was careful to take Serene to 'safe' places, wanting to ease her into adventuring gently, aware of how sheltered her life had been. But Serene already knew about aliens, unlike some of the Doctor's previous travelling companions, had studied multiple races, cultures, languages even. Sheltered she might be, ignorant she wasn't.

The Doctor took them to a few old favourites - Aurora, where the sky and the daylight were a different colour at every dawn, due to shifting gas particles in the atmosphere, the Scarlet Mountains of Tasam, the Idyll - and found that what Serene loved best was something like a bustling market place or forum, anywhere you could find lifeforms from all over, meeting, talking, generally interacting, preferably as loudly as possible. Essentially, the complete opposite of the Estate of the Order where she had grown up.

So, the Doctor decided, it was time for a party.

"Venice! It's a city on Earth, famous for canals and Carnivalé. Never arrive too early for a party, so let's go Renaissance."

"Carnivalé? I've heard that word…"

Serene did a quick search on her recall device, projecting an image above her wrist; a crowd of people in elaborate costumes and masks. She looked down at her tunic.

"Not sure I'll fit in…"

"Oh, have I not shown you the wardrobe? I'm sure we can find summat."

Serene's eyes went as wide at the sight of the 'wardrobe' as they had any of the magnificent sights the Doctor had shown her.

"It's the size of a building!"

"It was just a wardrobe when I first started travelling. My friends often bring their own stuff, sometimes they leave things here. See what takes your fancy?"

Serene raced down aisles of clothing, delight radiating out of her.

"What's the most impractical dress here? I've always worn things like this-" she indicated her lay sister uniform "-and that's been fine, but I want something utterly impractical and totally over the top if we're going to a fancy party."

She raced past racks and racks of clothing, covering every conceivable time period, every possible situation, until she found a selection of dresses.

The Doctor was exploring a collection of frock coats, some of which she didn't think she'd ever worn before. Which ones would fit her current body? And what to wear with them… She didn't usually bother dressing up much, but Serene's enthusiasm was infectious. Not enough to go for the whole doublet and hose again, though.

"Oh my stars!"

Serene had found a match. It took a while to get her into it, neither of them having much experience in complicated dresses. It was midnight blue silk, with intricate golden embroidery to match her skintone. Sitting just on her shoulders, it had a tight corseted middle, sleeves pulled back to the elbows with embroidered flowers and the long skirt swept the floor.

"This has to be the most ridiculous thing anyone's ever worn. How can you live your life dressed like this?"

But she was grinning.

"Did this belong to some fancy society lady?"

"Not sure where it came from. You should see some of the things Elizabeth left with me… Her frocks were even more impractical, but she managed to rule a country and defeat a Zygon."

Serene wasn't really listening, pulling her hair out of its habitual braid and piling it up on top of her head, turning in front of the mirror.

"What about shoes? I've always worn boots. Is there a pair of really high heels or something?"

The Doctor thought about it.

"River. She used to run around in things I didn't think it was possible to walk in."

"Who?"

"My wife."

Serene turned back to look at her, mouth forming an 'o' of surprise.

"You're married?"

"Sometimes. It's complicated. She was a time traveller too, so she actually died on the day I met her. I had a different face then, different body. Our time lines crossed, and we spent years together, but…"

The Doctor trailed off, hunting through the shoe racks.

"I don't think I'll ever see her again. Aha!"

She emerged, brandishing a pair of shiny, bright red, very high heels.

"Goodness! And you're okay with me borrowing them?"

The Doctor shrugged.

"They're just sitting here. You might as well wear them."

The way Serene smiled when she put them on made the Doctor forget any sadness she might have felt at being reminded of someone she'd lost.

A little later, they landed in fifteenth century Italy. Serene had been practising walking in River's shoes, while the Doctor swapped her regular outfit for a long, dark blue frock coat with frilled sleeves, over a buttoned up white shirt and fitted long trousers.

"Close enough."

She parked the TARDIS in a quiet corner, and they went out to join the crowds.

"Welcome to Venice! Or as the locals call it, _Serenìsima Repùblica Vèneta_. Translated, the Much Serene Republic of Venice."

Her new friend grinned.

"Really? This city has my name?"

"One of its names, yeah. Venice has a reputation for preferring mediation and peace over conflict. It was founded as a republic, a city state on its own, so the 'Much Serene' could be about sovereignty. Some places call their kings and queens 'most serene' as a title."

Serene wrinkled her nose.

"I prefer the first one."

It was a surprisingly warm night, for February, and they milled around with the masses, choosing masks, drinking spiced wine and eating delicate little pastries and frittelle. Serene was enchanted by everything.

"Don't think I've done this year before," the Doctor mused. "So we should be safe from bumping into myself. Always a bit embarrassing when I do that."

Serene was concentrating on walking, clinging onto the Doctor's arm.

"I didn't know the streets'd be paved quite like this. Good job it's not raining."

"Your choice." The Doctor kicked up her booted feet.

"I know, I know. You weren't tempted by a fancy dress and heels, then?"

"Not really my thing. I've tried pretty much all clothes, I think, and they're just not that important to me. Not the me I am now, anyway."

"I'm beginning to think impractical is a little over-rated," Serene replied, with a wry smile.

"We can go back and change, if you like?"

Serene wrapped her free are around herself, protectively.

"No! Never! I love it! I may never take it off!"

"You might get a few odd looks if you keep it on, some of the places I've got in mind to visit. But then again… I used to travel with a Victorian young lady who wore crinolines and a eighteenth century Scotsman in a kilt."

"Ooh!" Serene's attention was drawn to the middle of the square they'd just entered.

"There's dancing! Do you know how to dance, Doctor?"

"I know how to quadrille. Lord Byron and Mary Shelley taught me that one. Though that won't be invented for a fair few years yet."

"I tried to teach myself, from the recordings in the archives. But it was hard with no-one to dance with me. D'you think they'll let me join in?"

"Only one way to find out!"

The Doctor marched them both through the crowd to the edge of the dancing. A group of musicians were set up in one corner, and the masked dancers were dividing themselves into two groups - the women in small circles, with the men surrounding them in one large circle. The Doctor pushed Serene into one of the women's circles, who made room for her.

"I don't know the steps!" she cried out, mildly panicked.

"Just follow the people either side of you," the Doctor called over, finding herself a space in the men's circle. Her slightly odd manner of dress drew a few stares, but it was Carnivalé. Strange was to be expected.

"It's a moresca," Serene's neighbour told her, and then the music started and they were all caught up in the dance.

Stumbling a little in River's high heels, Serene picked up the basics quickly enough, and as the circles merged and the men partnered with the women, she began to laugh. The Venetian men whirled her around in their arms, swapping places regularly so that eventually she found herself partnered with the Doctor.

"Got the hang of it?"

"Yes! This is wonderful! Almost as good as the ocean!"

Clasping hands, they spun around, before separating again and moving on to new partners.

 _'When was the last time I danced like this?'_ The Doctor thought. _'No worries, no cares? Was it Villa Diodati? No, not even then, was already picking up in the weird vibe in the house. Amy and Rory's wedding, then? Hope my moves are a bit better now.'_

The girl she was partnering smiled coquettishly, her mouth the only part of her face visible under the mask.

_'Yep. Still got it.'_

They stayed the whole night, returning to the TARDIS after dawn and then only to skip ahead to a different era Carnivalé.

"No need to get changed, everyone'll just think you're dressed out of fashion on purpose," the Doctor said.

They repeated the night, one hundred years on, then again in the 17th century. Serene had to concede defeat on the high heels after a night of Baroque dancing, so they popped over to Paris for a breakfast of brioche and hot chocolate.

"One more Carnivalé?" the Doctor asked, completely oblivious to the curious stares of the passers-by. It was early morning, the sun barely rising, and their clothing was strange even by the standards of an artist-favoured cafe in late 17th century France. The bright red heels sitting by the table were drawing as much attention as Serene's stockinged feet.

"If I can change my shoes? I'm not used to dancing, and three nights in a row is wonderful, but exhausting!"

"I can fix that."

Back in the TARDIS, she dug out a salve for the blisters on Serene's feet - and her own. Her boots were comfortable, but dancing all night wasn't something she was used to either. Healed and renewed, they headed out again.

"This century, they really get into partying. So much so, they ban Carnivalé by the end of it, doesn't get resurrected for nearly two hundred years. Don't go wandering off though, it's not always safe."

"Was it safe the last three nights?"

"Probably safer than when I came to Venice before, and ran into what I thought were vampires…"

"Sorry?"

The Doctor smiled brightly.

"Never mind. Carnivalé goes on for months so we've got plenty of time. Shall we have a look round?"

They wandered, went to operas and the newly imported ballet, played Faro (badly), had their likenesses sketched, and talked with people who'd travelled from far and wide to experience Carnivalé. They were introduced to dancing the furlana by a very charming man, and the Doctor taught anyone who'd listen how to dance the quadrille, claiming it would 'catch on soon enough'.

Then, finally admitting exhaustion, they skipped the rest of the celebrations and fast-forwarded straight to Mardi Gras for the fireworks that signalled the end of the festivities. Standing on a bridge, watching the sky explode in magnificent colours, Serene sighed happily.

"I wouldn't say I'm living up to my name right now, but after all that excitement, I feel strangely peaceful. How about you?"

"Rarely. But we can go do something quiet for a bit, if you like?"

"Sleep? Or is that something you do rarely as well?"

"Well, you can't do much when you're asleep, can you? Tell you what, I'll take us the long way round, so you can have a kip, okay?"

They went back to the TARDIS for the final time, arm in arm, Serene carrying the shoes in one hand.

"Is there anything you really want to do, Doctor? You've been really good to me, and it's all been amazing."

"How about we go a bit further? You know, back or forward in time, or further out into space? See if we can find summat I've never seen before either."

"Sounds good to me."

Leaving the Doctor at the console, Serene headed for the bedroom she'd taken on, only realising when she got there that she had no idea how to take the dress off by herself, and it was far too uncomfortable to sleep in. Shoes still in hand, she traipsed back.

"That was quick! I've heard of power naps…"

But before Serene could explain, an alarm went off on the console.

"Is that bad?"

"Not sure. Don't think I've heard that one before."

The Doctor leaned over the console, examining the flashing lights. The alarm got louder, painfully so, and there was a worrying series of bangs from inside the console itself. Smoke began to pour out as more lights began flashing.

"What's happening?"

"I don't know!" The Doctor yelled over the noise of the alarm, frantically trying to find and extinguish the cause of the smoke.

"None of this makes any sense! We were in flight, perfectly fine, nothing's hit us or attacked us, and there isn't anything showing up as malfunctioning!"

She pried open a panel, pulling out wires, rapidly trying to make repairs, but then Serene's cry of surprise made her look up.

"Doctor!"

She held out her wrists, around which two slender metal bracelets had appeared, from nowhere. In front of the Doctor's eyes, the bracelets powered up with a whine, and Serene disappeared in a flash of light.

"What?"

She ran over to the space Serene had just vacated, leaving behind nothing but River's shoes.

"What was that? She just-"

Then a memory popped up, and she understood.

"Oh. Whoops."

But the TARDIS was still smoking, fizzing and making alarming noises - she'd have to sort that first. There was one last, very loud bang, and then everything stopped. There was utter silence, and the smoke began to drift away. The Doctor ran over to the main doors and threw them open. The TARDIS was hanging suspended in the middle of very empty space.

"Oh dear. Seems we've broken down. That's embarrassing."

Serene appeared, out of thin air, in the middle of a muddy field. She whirled around, shocked speechless. She looked up at the sky, hoping maybe that she could spot the TARDIS in flight and signal the Doctor, but nothing. All she could see was field, sky and, in the far distance, a large body of water. Was that the sea? Had she come back to Venice, or nearby? She examined the bracelets that had appeared on her wrists. They had ceased flashing and beeping, and no matter what she did, would not respond at anything. There were no obvious controls.

"Some sort of teleport? But how? And why?"

As if in response, the Doctor's voice spoke out from nowhere.

"Serene? Are you okay?"

"Uh, I think so? What happened?"

"Hang on… just a second…"

Serene's recall device buzzed, and a tiny hologram of the Doctor appeared, in place of the usual readout displays. The Doctor was using her sonic, presumably on the TARDIS console.

"I'm using the connection between your device and the TARDIS to project this, and hopefully it'll help me track you down. Do you know where you are?"

"A field?" Serene turned a full circle again. "Lot of fields. There isn't much to identify where exactly. What happened?"

"To the TARDIS? I don't know. Everything seems to have broken, might take a while to fix. Thankfully I can still access the communicator…"

"And me? These bracelets appeared, and now I'm in a field?"

The Doctor's face screwed up.

"My fault, sorry. See, I fitted this sort of emergency ejector seat programme to the TARDIS, after a previous… incident, so that if there was ever a serious malfunction, the programme would teleport any occupants to the nearest safe place, instead of throwing them out the door."

"But why did it take me and not you?"

"No idea. I've never used it before, so it might not be working properly. But we are still connected, so when I've got it fixed, I should be able to track you down and pick you up."

Serene shivered, her fancy dress suddenly even more impractical when out in the open, barefoot in the mud.

"How long is that likely to be?"

"Again, no idea. Haven't figured out what happened yet. Could be a while, I'm afraid, but hang on in there!"

Serene put a brave face on. Sure, she was abandoned in the middle of nowhere, but it could be worse, right?

"Okay."

"I'll try to stay in touch."

The hologram disappeared and, right on cue, it began to rain.

Serene said a very un-serene word.

* * *

Disclaimer: most of this is mine, except anything you recognise.


	4. Chapter 4

**4**

The Doctor worked for hours, taking things apart and putting them back together, attempting to get diagnostics to run, replacing parts as best she could, all to no avail.

"Only one thing for it."

She ventured deeper into the TARDIS, opened up a storage cupboard and took out a small box with a button on. She pushed the button, and a small light began to flash steadily.

"That's the metaphorical hitchhiker's thumb stuck out. Let's see if anyone stops, ey?"

* * *

After what felt like days hiking barefoot through muddy fields - though the shoes would have been worse, so she was glad they'd stayed behind in the TARDIS - Serene reached a farm. Soaked to the skin and freezing cold, she would have gladly taken any shelter she could, but was unsure what sort of reception she would get.

"Hello? Is there anyone about?"

A man came out of one of the wooden sheds, recoiling in surprise at the sight of a golden-skinned young woman in a party frock in the middle of his farm.

_"Chi sei?"_

"Sorry?"

The implant behind her ear twinged, and she winced.

"Ow!"

"Who are you? How did you get here?" the farmer asked, approaching hesitantly.

Serene realised that the TARDIS telepathic circuits had connected to her recall device, allowing her to understand the other's words, and hoped it would work when she spoke too. She pulled her hair over the silver implant, covering it. A few people in Venice had mentioned it, and she didn't want to answer any awkward questions right then.

"I need your help. I was… accidentally left behind by my travelling companion, and I need shelter."

"Where were you going?"

So he could understand her. That was a relief.

"We were in Venice. Where is this?"

"Were you here for Carnivalé?"

"A few times, yes, " Serene replied, distracted. She couldn't tell the time period from the man's clothing, but it was rough and workaday, unlike her current mode of dress.

"My son will take you to the villa. They may offer you shelter."

"Can't I stay here? I don't want to impose, but-"

"We have nothing here to offer a lady."

The man looked afraid, as if she was going to attack him and Serene realised with serious discomfort that she had been partying for days, with no thought for how everyday life was for the people who couldn't afford to go to the balls and the opera. Like how she'd spent her life safe in the Order, knowing that people weren't as fortunate as she was but never really having to see it.

"I'm - I'm not a lady. I just borrowed this dress so I could go to a party. I can work for my keep, please?"

"I'll ask my wife."

The man vanished, leaving Serene shivering in the rain. She closed her eyes and began a calming chant one of the Sisters had taught her as a child. She'd never learned the full translation, but it was something like 'this will pass, like things have passed before, and will do again.'

The idea, the Sister had explained, was that nothing seemed so bad when you put it in perspective of the whole of existence. Nothing happened that had not happened before, or wouldn't happen again. Whether that was true, she didn't know, but it was soothing to recite.

Almost surprisingly, the TARDIS link didn't translate it, so perhaps that only worked on other people, not your own thoughts.

* * *

The Doctor was lying flat on her back, digging around in the workings of the TARDIS console, searching in vain for some sign of where the fault had originated.

"Come on, mate. Give me something. I know I've missed the odd billion-light-year service, but I try and keep up with repairs, don't I? I spruced up your stabilisers, yeah? Don't give up on me now…"

She pulled out a few cables, reorganising them.

"Maybe if I bypass… this here, with that one… there."

The whole console shuddered, and the central column began to move up and down.

"Yes! That's it! Oh, you're a lovely thing!"

But it didn't last. The wheezing groan began, and the TARDIS lit up very briefly, but then everything flickered and faded.

"No! Not like that! Please, please, please!"

But to no avail. Everything had stopped again, and stubbornly refused to co-operate.

* * *

Back in 18th Century Italy, however, the effect was a bit more impactful.

Waiting in the rain, Serene noticed the bracelets begin to light up and beep again. Hope surged - was this rescue?

But no such luck. The farm shifted, structures changing and warping around her. It stopped raining, becoming a warm, sunny day.

"What was that?"

She turned, confused. The countryside seemed similar, but the season was different - later in the spring, almost into summer. 

"Did I move in time, but not space?"

The farm seemed simpler, so if that was the case, she'd likely moved backwards in time. A small tabby cat came trotting out of the nearby barn, heading straight for her. Serene squatted down to stroke the cat, who began purring and rubbing against her legs.

"Hello. What's your name? We didn't have creatures like you, where I grew up. I would've liked a pet, if I'd been allowed one."

A figure came out of the farmhouse and approached her cautiously.

"Hello?" Serene called out, standing up straight. "I'm, um, a little lost. Can you help me?"

"I saw you," the figure said, voice shaking. "You appeared out of nowhere. What manner of thing are you?"

Serene didn't really understand the question.

"I'm just a person. I've been separated from my friend, and I need shelter."

"You're wet, but it hasn't rained for days. Did you come from the water? Are you a water spirit?"

The man came closer. He was old, walking with a stick, and he made the sign of the cross at Serene. She wondered whether to ask him what that meant - there was so little she knew about this planet and its people. She looked similar to them, and only fleeting mention had been made of her skin tone being unusual. What differences were there between her and a human? But she needed help.

"Would you help me if I was?"

"What do you mean to do here? Harm or good?"

"I don't mean anything. I came here - I don't really know how I came here. My friend and I were visiting the city, Venice. I don't know where she is now."

He backed away, into the farmhouse, muttering under his breath.

"Not natural, you."

"Please!" Serene was losing patience, chant long forgotten, shivering despite the sunshine. 

"I just need a place to dry off, and to shelter, won't you please help me?"

But he was calling to people in the farm, people who came out and also stared at Serene with suspicion.

"My name is Serene. I was travelling from Venice, I-"

"She was talking to that creature!" The old man shouted, accusingly, pointing at the cat still winding around Serene's ankles.

"Like it was her familiar!"

His words meant nothing to her, but Serene understood the tone. She may have grown up in a safe place, but she wasn't completely naïve.

"I don't mean anyone any harm."

She held up her hands in front of her, palms facing so they could see her hands were empty, but the bracelets were still flashing and the small crowd gasped, stepping back away from her. Several of them made the sign of the cross, or held out their hands towards her, index finger crossed over the thumb to make the same shape. They began to argue amongst themselves.

"She appeared out of nowhere! She came from the water, like a serpent!"

"Hush! Look at her dress, she's clearly a lady! We'll be punished if we don't help her!"

"But a demon would choose a fair form, would it not? If it came to tempt us - think of Melusine, in the Low Countries!"

"And what if it's one of the old gods, instead? Proving we're wrong to have forgotten them - what if it's Minerva?"

"We should take her to the priest, he is wise in the ways of demons."

They all turned back to Serene, who had no idea what any of them were saying.

"Please. I just need shelter."

"Say the Lord's Prayer," one of the farm men demanded. "Prove you're no demon by speaking holy words."

"I… I don't know them. I don't come from here, I travelled from a long way away…"

"Ay, she looks foreign!"

Thinking of something the Doctor had said, about how Earth had orders like her own, though usually based around worship of a deity rather than the pursuit of knowledge, Serene grasped at straws.

"I come from the Cerebral Order, I am a lay sister there."

The farm workers stared at her, wet through and bedraggled, dressed in a fine silk gown.

"You're a Sister? Which convent did you say?"

"The Cerebral Order."

"Don't know that saint. Do they all dress like you?"

"No, I - I borrowed this dress from my friend, I'm travelling with her. I don't have my tunic-"

"I've heard things about the nuns in Venice," one muttered. "Dress like ladies, behave like whores. Shouldn't surprise me if she was like them."

"Should we take her to the priest, then? If she does reveal herself an evil spirit, then he may be best equipped to deal with her."

Two men offered to escort her, and when they took her by the arms and marched her off, Serene honestly didn't know if she was saved or heading into further danger.

_'Please hurry, Doctor,'_ she thought.

* * *

Standing in the open door of the TARDIS, looking out, the Doctor saw the freighter pull up alongside, responding to her distress call. The freighter used a tractor beam to pull the TARDIS on board, parking it in the shuttle bay.

"Bit embarrassing, having to get a tow," she said to the mechanic who greeted her. "Usually it's the other way around. I answer distress calls, rather than sending them."

The mechanic stared at the TARDIS, amused.

"Well, that's a new one on me," he said. "What's a Police Public Call Box?"

"My Chameleon Circuit broke while I was on Earth," she explained. "Took this on as a disguise."

"And what's it you need repairing?"

"Everything, by the look of it. Any chance of a lift to a repair station? Might need some new parts."

The mechanic gave her a wry smile.

"I'm not sure you'll find what you need round here. It's a bit of a backwater, you might say. But we will be passing a few on our way, so you're welcome to come with us as far as you need. We're going through the Daylin system?"

"Mind if I take a look at your propulsion units first? I'm in a bit of a hurry, and any way I can speed you up might help us both."

He smiled again.

"The Captain won't like it, but if you can speed us up, then he don't need to know about it. I could do with getting home a bit earlier."

The Doctor matched his smile.

"Right, first things first. Let's see what we can do with your engines, then I can fix my ship and pick up my friend."

The upgrades were relatively straightforward - the freighter was using outdated fuel cells, even for the period they were from, and the Doctor quickly streamlined the engines' processing and gave them a boost, reducing the travel time to the nearest repair station to a mere fraction.

The Captain, confused by this sudden development, was all too happy to help the Doctor unload the TARDIS, and she was soon directing a group of mechanics borrowed from the repair station around the TARDIS console. Trans-dimensional engineering wasn't something they'd come across before, but they were surprisingly blasé about it as they followed the Doctor's instructions. The console room was littered with wiring, cables and spare parts gathered from both inside the TARDIS and bartered from the station.

"Okay, you - number three."

There were too many for the Doctor to remember names and work on repairs at the same time, so she'd written numbers on their hands in felt tip pen to save time.

"Plug that into the power cell and try and bypass the limiter, would you? And number four, you keep an eye on those readouts, let me know when they drop below a quadrillion, yeah? Where's number six?"

A hand waved from the other side of the room, swamped under a mass of cabling.

"You, uh, might want to step away from there, Six. If this doesn't work, could be a bit of a bang."

It was so much easier with many pairs of hands. Could have taken days doing this all by herself.

_'Something to remember next time I regenerate, maybe,'_ the Doctor thought. _'An extra pair of hands, or more.'_

"Everyone ready?" she called. "Here we go!"

* * *

The local priest had no idea what to do with Serene either. That she could step into the church without burning and didn't shriek and transform when baptised with holy water convinced him she was no demon, but the villagers' tales of her appearing from thin air made him uneasy. He decided to send her to the city, to those with greater experience.

The journey took far longer than Serene was expecting - first being put on a cart and rattled down dirt tracks, then following a long, long road to Medieval Padua. Venice had been beautiful in every century she'd visited, and while Padua had some magnificent buildings - _palazzo_ , the cart driver told her - it was far more busy in its layout and its doings. Carts of cloth surrounded them as they approached the merchant gate and Serene saw that many of the people were wearing dresses as fine as her borrowed gown.

The Priest's man took her into the city, seeking the Bishop at the Cathedral di Santa Maria Assunta, but they were turned away. No-one much cared about the story of Serene appearing from nowhere, busy with their own lives and troubles, and the priest's man found he did not believe Serene was evil, so rather than denounce her in the street, or simply abandon her, he took her to the convent at the church of San Pietro and asked them to take her in.

The Mother Superior did not react with much surprise at the appearance of another stray being deposited at her door, nor at Serene's dress and unusual skin tone. The fact that she had come from Venice seemed enough of an explanation, and they offered her shelter until she could reunite with the Doctor.

The nun's cell was small, the bed scratchy and uncomfortable, but she could wash and finally take off the impractical dress. The habit and sandals they gave her weren't exactly comfortable either, but it was easier to breathe out of the corseting and, exhausted, Serene thankfully slept.

* * *

"Well, it should have worked!"

The Doctor was piqued. What was wrong with the TARDIS, that it wasn't fixed after all their efforts? She leaned in toward the console, speaking a low voice.

"Are you sulking?"

There was no response from the TARDIS, just as there hadn't been to anything they'd tried, for hours.

"Mate, just tell me what's wrong. Please! It's bad enough I had to flag down a lift, but now you're making me look bad in front of my new friends. And you know Serene's stuck back on Earth waiting for us. Anything could happen to her, and she's not even from there."

Still nothing.

Numbers three to six were still trying to establish an external diagnostic programme that was compatible with the TARDIS, but even with everything the Doctor had told them, it was still millennia ahead of any technology they'd even dreamed of. And there weren't that many TARDISes left to compare her to.

A sudden thought struck her. No more TARDISes… Okay, there might still be one flying around, but she'd rather stay stuck where she was than ask him for help, not that he'd ever give it. There were others in time, but that was no help while she couldn't travel. Though there was that one time when she'd spoken to the TARDIS, literally face to face.

The little bubble universe, House, and the junkyard that was a graveyard of Time Lord technology. And the TARDIS, her TARDIS, had been funnelled into the body of a woman, and they'd talked, really talked, nothing like the telepathic communication they usually employed.

The recent trouble the Doctor had had with her memories, that had started when she'd gotten her sums wrong, but what if it had somehow hurt the TARDIS too? What if something had gone wrong with her programming, similar to what'd happened to the Doctor's brain? She'd had time to heal, at the Order, with help from Professor Leyser, but Serene's absorption of the Doctor's memories had been fixed by the TARDIS as much as the Doctor's work…

Leaving the mechanics to their work, she dashed out of the console room.

The pictures appeared slowly, spreading across the white walls. The Doctor scanned them rapidly, searching for one particular image.

"Is she here? I didn't put her here, not myself, but she is, isn't she?"

Eventually, she found what she was looking for. A woman, dark hair messily piled up on top of her head, dressed in an odd style. She glowed, not just metaphorically, but because she contained the matrix, the essence of the TARDIS.

The people had called her Idris, the Doctor had called her Sexy.

There had been a number of interfaces the TARDIS had chosen since then, had never used Idris. But what if that was the way to get through to her? And did she dare risk trying to communicate with the ship that way, after the disaster that had been last time? But then that had been about the Doctor's memories, and if they looked to be gone for good, then maybe it was worth a try. In trying to retrieve her memories, she'd built a direct physical interface with the console, accessing the heart of the TARDIS that way, and maybe that had been the mistake.

Closing her eyes, she slowly relaxed her mind. The habitual walls she kept up to prevent accidental telepathic connection, as instinctive as breathing, took a while to come down. Communing with the TARDIS was a strange feeling; built to be telepathic, but never designed for direct interaction. And she'd been travelling with this ship for so long, it was a real sensation of familiarity, friendship.

When she opened her eyes, there was Idris in front of her. Well, a projection; the interface that had refused to appear before and let the Doctor know what was wrong.

"Hello, lovely."

"Lovely, is it? Last time, you called me Sexy."

"I've changed." The Doctor hesitated. "But I still think you're the most beautiful thing I've ever known. And I've known a lot."

"Flattery will get you everywhere, Doctor. I knew I chose the right Time Lord to run away with."

"So, what's wrong? Why can't I fix you?"

"It's…" The-TARDIS-as-Idris looked uncomfortable. "Complicated."

"You're telling me! I've tried everything."

"It's about time."

"But you see all of time!"

"Yes."

There was a pause.

"Is it the same problem I had?" the Doctor asked. "With my memories? Did I do something to you?"

"Not directly. But something has come unstuck, inside, and I can't keep track of when I'm supposed to be."

"And that's why you threw Serene out? With the emergency ejector programme?"

"Oh, the golden girl? The one with the hair and the shoes?"

"Uh… yes. I think." The Doctor had forgotten how idiosyncratic the TARDIS' descriptions of living creatures could be.

"I knew she couldn't be here with what you have to do to fix me, so I dropped her off at the last place we visited. You do keep insisting on bringing in people who can't cope with the time vortex, it's most infuriating."

" _That's_ what's infuriating?"

"It was throw her out and shut everything but essentials down, or risk coming apart at the seams. That is the right phrase, isn't it?"

"Probably. So you shut down on purpose? And I can't get you going again until we fix the… internal problem?"

"In a manner of speaking."

The Doctor sighed.

"I suppose this was always going to happen, wasn't it? Can't run around in the same motor for this many millennia without a complete overhaul. Tell me what you need me to do."

Knowing her work would take an unspecified amount of time - indeed, could exist outside the concept of time - the Doctor decided to update Serene first.

She activated the link between the TARDIS and Serene's recall device again, manifesting herself as a small hologram, projected just above Serene's wrist.

"I don't understand a word of that," Serene said, once the Doctor had outlined her plan. 

She sat on the bed in the little nun's cell, sunlight streaming through the tiny window.

"But I don't suppose I need to. I'm safe here, anyway, so don't worry. It's a bit dull, but they're looking after me."

"Can't say I like your new dress all that much," the Doctor said, peering through the connection at the habit her friend currently sported, a rough kerchief over her dark hair.

"It's what the lay sisters of this order wear." Serene smiled. "At first, they thought I was from Venice, but they seem to accept that I'm from a little further away."

"What year is it, where you are?" The Doctor frowned. "I can't get any readings, not until I fix the TARDIS."

"I - don't know. I didn't think to ask. It wouldn't really have meant that much to me anyway? No later than the first time we were at Carnivalé, judging by technology, industry."

"Never mind. Sure I'll be able to track you down, soon enough. Anyway, must be off, loads to get on with."

"Good luck!"

* * *

Usual disclaimer: anything recognisable isn't mine.


	5. Chapter 5

**Summary for the Chapter:**

> The Doctor tries to fix the TARDIS and Serene discovers there can be danger in all places, no matter how unexpected.  
> This is a bit of a weird one. Just saying.

**5.**

Once the Doctor had evacuated the engineers, she got to work.

Unlike the temporal rift that had opened inside the TARDIS on one of the previous occasions she'd been damaged, this wasn't about running through different parts of time existing concurrently, until it could be rewritten how the Doctor needed it to be. This wasn't the engines failing, or a physical fault. What words would even describe it?

Time wasn't 'contained' within the TARDIS, as such, but it needed to be controlled to a degree, ordered, understood, and if the TARDIS herself hadn't shut everything down, the ship could have been ricocheting around in time and space, dematerialising with no assurance where and when they would rematerialise, if at all.

Time could be experienced within a TARDIS in ways that it couldn't be anywhere else in the universe, and the way the TARDIS saw time compared with a living being was incomparable. A Time Lord - should it be Time Lady? Still didn't know, neither felt quite right - stood a better chance of surviving, and the Doctor had undergone her own problems with rearranging her mind recently. She couldn't just open up the vortex and stare into it, she knew that from experience, but there must be a way.

Serene still meditated regularly, the Doctor knew that, and she talked about trying to 'commune' with the TARDIS. Those were the closest words the Doctor could find to describe what she was going to do. Whereas before, she'd been trying to use the TARDIS to delve into her own mind, now she would use her mind to try and make sense of the TARDIS.

She stayed in the new room, the archive of her own past, her memories. It seemed appropriate. Taking a leaf from the book of her latest travelling companion, she removed her boots and sat cross-legged on the floor, eyes closed. She pressed her palms to the floor too, feeling the vibrations. The TARDIS controls may have been dead, but the power source would never fail, and there was clearly enough internal control for the interface, so… It was a peculiar sensation, even more so than usual.

The TARDIS matrix itself was protected from attack, but it flowed through every part of the ship, and the Doctor let her mind wander. It wasn't like seeing through different eyes, because that wasn't how the TARDIS experienced anything. The Doctor had to keep stopping herself from trying to put it into words, or comparing it to her own experiences, because that would never work.

_'Just let go… forget your body, your mind, and feel how the vortex and the TARDIS connect.'_

For a moment, it was like a brilliant flash of light, something so huge her brain couldn't even comprehend it. She didn't remember absorbing the vortex from Rose, not properly. It had burned out the body she'd had then, forcing a regeneration, and that had wiped out the specific memory. But she did remember the brightness, the dazzling splendour of all of time and space crammed into one tiny human mind, flowing into her own.

Rose said it was like singing, and sometimes the Doctor remembered that refrain. She listened for it now. The form of Idris was there in the room with her, a physical interface to guide her. Yes, there was a - rift? Fissure? Fracture? - somewhere, she could feel it. Not a physical fault to fix with engineering, but a conceptual one.

The Time Lords tended to be a bit snotty about such things - if it couldn't be explained using science, then it wasn't something they liked to explore, or if they did, they certainly didn't talk about it. There had been dotty old academics at the University on Gallifrey who messed around with the vortex more than they should have, and they were humoured but generally ignored. What would they say to her now?

_'No, don't think about that. Don't get distracted. It's not about your memories, it's about time itself. It's bigger than you, bigger than anything.'_

Artron energy. Fizzed within her, within the TARDIS, within everything. No, not everything.

_'Concentrate, Doctor! Focus. See it, order it, make sense of it.'_

There was a sound in the back of her mind, like the ringing of the Cloister Bell. Pointless to warn of danger, though. This wasn't something anyone was supposed to do. Communicating with a TARDIS was one thing, but this was too much. It felt almost taboo, like reading the mind of one unwilling. But Idris - the TARDIS herself - had asked for help. This needed fixing.

_'Find an anchor. Something solid, tangible, to hold on to. A rope, wrap everything around it so it forms a spine, a helix, a timeline.'_

Words became useless. The Doctor couldn't feel her own body, her own mind any more, could barely hold onto the concept of having one. This was like dropping into a vast ocean of time and space, a whirlpool, and all the other times she'd encountered the vortex before felt like nothing. And yet - there was familiarity. Like holding onto a hand, treading a path well-worn, a groove worn deep by repetition.

_'Time isn't linear, and it shouldn't be. But some live their lives according to this pattern. My life - distractions, Doctor! Focus, concentrate. Those things lost to you, some were before the TARDIS, she can't find what she never saw, not even in all of time and space? Stop! This isn't about you, think of her, the ship, the TARDIS. She needs to see this as linear in order to fix it. That's it! The TARDIS needs to create a time-line of her own to draw this fault into place, then it can be fixed! Engineering can't fix a problem of the mind, and the TARDIS has one of her own, no doubt about that. Strong-minded, strong-willed. I've always said that about her. But she's never learned to see things the way a living creature does, not even when trapped in a body, Idris' body. She can't see things that way because she shouldn't, has never needed to. Something became unstuck, and I need to stick it.'_

The rope/spine/helix flashed up again, and the Doctor grabbed at it.

_'Come on, old girl. We need to build this up, piece by piece. Show me what's wrong, and then I'll fix it.'_

There was a kind of harmony between them, the 'mind' of the TARDIS and the Doctor's own, and she used that to begin bringing everything into some sort of order. Not in a boring way, not filing things away neat and tidy, but creating a sense that could be understood. Helix was almost the right word, things spiralling around a central point/line/concept. This was more art than science, with no reference, and only when it began to come together, like a picture, a symphony, did it start to make sense.

It was still so vast the Doctor couldn't even begin to grasp it, but as she began to pull threads together, the TARDIS did the rest, weaving them into a shape so multi-dimensional it couldn't be comprehended. Anything that held a form could only glimpse existence at such a level; even the TARDIS matrix was limited in its comprehension, but working with a Time Lord mind, they pulled it back into something they could manage, to a degree.

The helix twisted, whirling faster and faster as it gathered together the disparate parts of the vortex, the TARDIS components itself and the Doctor withdrew as quickly as she could, before she was sucked too far in and became engulfed. The words weren't right, nothing could really describe what was happening/had happened/would happen. But there was a thread linking what had been scattered, and she could sense the TARDIS mending. All the maintenance work she and the engineers had done in the console room kicked in, and the old girl began to get back to her usual self.

Slowly, very slowly, the Doctor came back to herself. Her body, still sitting on the floor, felt unbelievably strange at first. Limbs? Breathing? Hearts beating to propel blood around the system? Ludicrous. Such an inefficient way of existing.

But her mind gradually began to remember what and who she was, until she could open her eyes again. Idris's form was gone, and the Doctor realised she probably wouldn't see her again. Memory returned, as did the realisation of how sore a point that was.

Could she have rediscovered her lost lives then? Would she have been able to reunite who she was and who she'd been, in the - whatever that was? Probably not. It had been hard enough to come back to who she was in the here and now, without adding that complication.

The Doctor got up and went back to the console room. Opening the doors, she found the maintenance bay of the repair station, where the TARDIS was parked, was empty, the borrowed mechanics gone. How long - by their standards - had she been working?

Good job she'd been able to pay for the parts and their work in advance. Didn't usually carry money, but she'd accumulated a fair amount of different currencies in storage, and it was nice to be able to conduct a transaction that way, to support people doing their work in such an ordinary fashion. Certainly they'd been pleased.

Then, suddenly, the Doctor remembered something else.

"Serene!"

* * *

In Medieval Padua, Serene sat on the bed in the little nun's cell, sunlight streaming through the tiny window.

"Anyway," the Doctor said, through the hologram. "Must be off, loads to get on with."

"Good luck!"

The image shut off, but not soon enough. Outside the cell, one of the sisters of the convent had been listening to Serene and the Doctor's conversation, and she burst in just in time to see the projection from Serene's wrist device.

"What craft is this?" she demanded. "You bring forth a demon, on holy ground?"

Serene didn't understand the words, but as with the farmers earlier, she understood the fear and the suspicion. Attending prayer was mandatory here, and she'd begun to gain some understanding of their religion, mostly that they expected everyone to share the same faith.

Pulling her sleeve over the now inactive device, she stood, trying to calm the other woman.

"It's not what it looks like-"

But the nun took a step back, grabbing at the crucifix around her neck and screamed. Others came running, staring into the cell at Serene with suspicion.

"She raises evil! I saw a tiny figure in her hand - she summons and dismisses it with dark magic!"

"It's not-"

But Serene didn't get a chance to explain, and they dragged her in front of the Mother Superior, who sent for the priest. Should she fight? Try to run? But where could she go? If they raised an accusation against her, how could she escape it? She had no idea of how justice worked here.

The Mother Superior stared down at her coldly.

"When you came here, I spoke to the man who escorted you. He said you had appeared from nowhere, quite literally. The villagers told him you stepped from the water, spoke with animals and would not say the Lord's Prayer. I gave you shelter here because he also said his priest had tested you and that you were no demon. But now I hear you commune with spirits?"

"No, I-" Serene struggled. What truth would they understand? "My order, where I come from, we study-"

"Your order did not teach you anything of the word of the Lord. You know no prayers, cannot name the saints or say your catechism. Even a Lay Sister should know such things."

"Look-"

Serene decided to take a risk. Activating the device, she brought up a record of the Doctor's hologram, a still frame rather than their interaction, which would probably be even more difficult to explain.

"It's just a picture. Nothing more. No evil, no demons or spirits. This is my friend, the one I'm waiting for."

The nuns gasped at the little projection above her wrist. The Doctor was still wearing her Carnivalé outfit, which wasn't any more recognisable to the nuns than her usual clothing. Serene passed her other hand through the picture, which warped around her.

"It's not real, but it's not harmful either."

But to no avail. The Priest arrived quickly, flanked by a number of burly men, which was something Serene hadn't taken into account. How afraid were these people, that they would arrest a woman for a picture?

The men grabbed her, holding her while the priest threw holy water on her, reciting words that the TARDIS chose not to translate.

"What is this? I-"

"Silence, witch."

One of the men holding her put his hand over her mouth, and Serene's unease transformed into genuine fear. She should have run, when she had the chance.

"Bring her. We shall test her, and if she fails, we will burn her in the square."

Fear turned to terror. She'd thought she was safe here - these people _burned_ each other? There had been a lot of rules to follow when they'd taken her in, of course, and she'd followed them obediently, going along with their beliefs because they'd offered her shelter. No-one had said anything about execution as the result of transgression.

Serene tried to struggle, to defend herself, but there were too many of them, and they dragged her from the convent.

The prison was dark, cold and the most uncomfortable place Serene had ever been.

Located beneath one of the _palazzi_ , she was locked into a small dank space, with nothing but a slops bucket, not a bed or a seat. They had at least untied her, but only after hours of intensive questioning. They'd threatened her with all manner of things she didn't understand, any more than she'd really understood the questions or why they kept poking her with a needle.

Knowing it was too late, but with nothing else to do, she searched through the contents of her recall device - unconfiscated as they had no idea what it was - for information about Earth. She'd heard of the planet, and the Doctor said it was her favourite, but it was so far away from anything else she knew, and this was many centuries before they even developed space travel.

What it had retained from the Doctor's memories was of no help - personal memories had been removed, but certain things that might be useful in travelling with her had been allowed to remain. However, there were no details of religion, superstition, ways to not get burned to death when future technology was mistaken for witchcraft…

The only way out of the prison cell was the heavy wooden door, bolted from the outside. The tiny slit window was too small for anyone to climb out of, and she still couldn't figure out a way to contact the Doctor. What could she do? Lie? The men questioning her had asked for a confession, but what then?

She paced. Could she find a way to make the bracelets move her in time again? She'd examined them thoroughly, but she did so again. Maybe they'd react to her being in danger? They were an emergency teleport, after all.

But hours passed, and nothing. No clever plans came to mind, and she could do nothing with the teleport bracelets. At least they didn't come off, so she couldn't lose them. Her recall device contained nothing useful, and refused to contact the Doctor; clearly it only worked one way.

Her earlier conviction that the Doctor would appear and whisk her away was wavering, and she had begun to wish fervently that she'd never left the Order. What was boredom compared with being trapped in a prison, under threat of execution?

Dawn came. The same men came back, tied her hands behind her back and forced her out, refusing to speak to her, or even look her in the eye. Serene tried to be stoic, or brave, or even live up to her name. The calming chant did nothing - what was happening may pass, but what help was that? Surviving was what she needed. The Doctor had warned her the Universe contained a myriad of dangers, but she'd never even _imagined_ this.

They took her out of the _palazzo_ , into the city square, where a crowd had begun to gather. In the middle of the square was a large post, and before that, a raised wooden platform, on which sat a man in glorious clothing, presumably the Bishop she'd heard them speak of, flanked by men in black robes.

Serene was pushed to her knees in front of him.

"The Duke has agreed that right of sentence falls to me. In matters of witchcraft, the Church has priority. My men have questioned you, and from the details of your case, I do not hesitate."

"I'm not a witch! I-"

"Silence!"

The Bishop gestured, and Serene's gaolers pulled her to her feet.

"You are a witch. You have been tested, and found guilty. The punishment for witchcraft and heresy is burning at the stake, sentence to be carried out immediately."

"No!" 

Serene's cry of horror echoed around the square. It was filling up with people, who cheered as news of the sentence reached them. Serene was forced over to the stake and chained to it, the crowd pressing closer, and further men brought bundles of wood, piling them at her feet.

' _This can't be real, it can't be,'_ she thought, panicked. _'I can't die here!'_

But as a masked man in black approached her with a flaming torch, a sudden new sensation flooded through her. It wasn't calmness or tranquillity, but it was something different, something new, a suspension of her terror and disbelief. She was chained to a post, about to be burned for a crime she didn't even understand, but through all that, she found the quiet within that the Cerebral Order had always tried to instil in her.

"Serene," she said aloud. "I'm Serene. I am Serene."

The executioner put the flaming torch to the wood, which began to smoke and catch.

Serene stared at it. Her heart was racing, but outwardly she showed nothing, her face composed. Her thoughts whirled, but with no words, not even her chant.

A muffled beeping cut through the sounds of the crowd cheering, the roar of the flame as the wood began to burn, and in a flash of light, Serene vanished.

* * *

"Whew! Thought that wasn't going to work for a moment!"

The Doctor looked up from the console as Serene reappeared in the console room, in exactly the spot she'd vanished from. She frowned as Serene hurled herself at the Doctor, putting out her arms to catch the young woman.

"You okay? What happened?"

She realised Serene's hands were tied behind her back, freeing her quickly. The teleport bracelets fell off as she did, their purpose served, and the Doctor dropped them into a compartment of the console. Hopefully, they wouldn't be needed again, but you never knew…

"Why d'you smell of woodsmoke?"

Serene turned to put her hands on the console, leaning on it in as she began to shake, all calm and serenity gone now she was saved, adrenaline rushing through her.

"Your timing..! If you'd been just a minute later!"

"What's been going on? You said you were safe where you were?"

"I was, but -" Serene found she didn't want to explain any of it.

"I think I need to learn a bit more about Earth and humans, before I spend any more time there."

The Doctor put a hand on her shoulder.

"Are you hurt? Did someone hurt you?"

"No, they tried -" Serene let out a huge breath, relief surging through her. "It's okay. I'm okay. But that was a close one."

The Doctor hugged her, wanting to ask but realising that Serene didn't want to talk about it.

"I'm sorry I took so long. It was a - really strange repair job."

Serene hugged her back. Now that she was safe, it was easier to put her near-death behind her.

"Are the repairs all done?"

"Hope so. Everything seems to be running okay now."

"I lost the dress. Sorry."

"Oh, never mind that! Don't even know how long it 'd been sitting in the wardrobe, and you got good use out of it, yeah?"

Serene smiled.

"A couple of hundred years. Is there a bath somewhere on the TARDIS? I really need a bath. A good long soak, with bubbles."

"Yeah, loads of bathrooms. Remind me later, and I'll move one next to your bedroom."

"Thank you. Any plans on where next?"

"Somewhere quiet?" the Doctor offered. "You look like you had enough excitement for a while?"

"Nah." Serene grinned. "No such thing! I just need to get cleaned up, find some clothes - some practical ones - and then I'll be ready for anything."

She couldn't put how she was feeling into words. She was alive! Against all the odds, she'd survived the impossible, the Doctor had rescued her and now she was back in this wonderful ship that could go anywhere, and anywhen. What could be better than that?

"Bring it on!"

The Doctor grinned back, flipped the switches and off they went.

* * *

**Notes for the Chapter:**

> Usual disclaimer: nothing you recognise is mine.
> 
> Hope this made some sort of sense? I wanted to address that the TARDIS isn't a regular ship, but has a mind and a personality, and that maybe that means she needs help in a way that isn't technical. I also really wanted to bring Idris back (or rather, the TARDIS-as-Idris).
> 
> And I needed to put Serene in peril, so that she can start to come out of her shell a bit. 


	6. Chapter 6

**Summary for the Chapter:**

> This is a new storyline, but sort of a continuation of what has come before, so I'm posting it as new chapters, rather than a new story entirely.

**6**

Where to go?

The Doctor paced around the TARDIS console, trying to decide. Maybe she should reinstall the randomiser, see what came up? But then again, she'd made all those repairs to the TARDIS; it'd be a bit of a shame to let that go to waste when she could test them out, see how accurate she could be now.

Serene wandered back into the room, braiding her hair. She'd been raiding the wardrobe again, but had reverted back to practicality over elaborate. The knee length dress was close to her old uniform, although in a more relaxed, flowing style, and bright red, worn over black leggings and flat heeled boots, and she'd tied a black cardigan around her waist.

"I like the dress," the Doctor said.

"Thank you. There's a lot more in that wardrobe I can't wait to try."

"But what if we find another fancy party?" the Doctor teased. "Can't sweep about in that frock, can you?"

Serene laughed, spinning in a circle so the skirt flared out a little, ending with a curtsey she'd learned at Carnivalé.

"It'll do. Where are we going?"

"Not sure. What do you feel like - forwards or backwards in time?"

"Forward? I've studied a fair bit of galactic history, so let's go find something I've never heard of?"

"Or we could just go to a different galaxy?" the Doctor pointed out. "Then we can do history and the future."

"You're the boss!"

"Am I?"

Serene paused, unsure if the Doctor was joking.

"I hadn't actually thought about it. I mean, I'm kind of used to being told what to do, when I was part of the Order. How does… this work?"

The Doctor considered her question.

"I've made up rules before, but then I end up breaking them, so how about the only time I'll tell you what to do is when it's important. Do you trust me?"

"Of course."

"But I'm not your boss. We're friends, right?"

Serene nodded.

"Then, that's enough. So, how about the Alvlthe galaxy? They have entire planets made from crystal -"

A beeping on the console interrupted her.

"Distress call? Coming from your time. Shall we check it out?"

The TARDIS materialised underground, a corridor in semi-darkness. As the Doctor and Serene came out of the doors, they felt the ground beneath them tremble. It shook the ceiling too, which was crumbling, dust falling with the vibrations. The Doctor brushed it from her shoulders, put the hood of her coat up and strode off in search of the source of the call. Serene took the cardigan from her waist and held it over her head as a shield as she followed.

"Where are we?"

"Planet's called Ksako. The call was weak, but it seemed to come from hereabouts."

"Have you been here before?"

"Don't think so."

Another tremor, shaking down more than just dust, and they dodged debris.

"Is that natural? A seismic event?"

"Doesn't feel like it. More like…" The Doctor tilted her head to one side, listening. "Aerial bombardment, I'd say."

"A war?"

"Something like that."

The serious expression returned to the Doctor's face, and Serene examined her own feelings. Nerves, yes, she wouldn't be alive if she didn't feel some nerves at running into a war zone. But having faced her own death and survived, she'd learned a new trick. She reached for the feeling of serenity she'd experienced in Padua, when her death had seemed certain, and tried to apply it here. No sense in being afraid now. People needed help, and if the Doctor intended to give it, then she would too.

The thought that she could help save people was actually exciting. Travelling had been fun so far, one big adventure - near burning at the stake aside - and it was time to do something good, be useful.

"What's that noise?" Serene stopped, listening.

The vibrations, which had been getting stronger since their arrival, had now ceased, and they could hear a metallic tapping noise. It was rhythmic, rather than random, but muffled. They followed it to a side corridor, one end of which was blocked by a huge pile of debris. The noise was coming from the other side and sounded like someone tapping on a pipe.

"Hello?" the Doctor called, rapidly assessing the situation, what they could safely move. "What happened? Is anyone hurt?"

"I - the roof fell! I can't move! I can't see anyone else."

"Don't panic, we're here to help. Can you tell me your name?"

"Isaac."

"Okay, Isaac, I'm the Doctor, and I'm here with my friend Serene."

The Doctor moved a few pieces of rock, while Serene went off to seek out anything they could use to lift debris from Isaac.

"Who else is with you, Isaac?"

"My colleagues, there's three of us."

The Doctor pulled out her sonic, quickly taking readings. She could only find the one life sign. She went back to moving fallen rock.

"Keep talking to me, Isaac. Tell me what you were doing down here."

"We couldn't make it to a shelter, when the attack began. So we tried to get to one of the re-enforced storage units…"

Serene came back, dragging a long metal pipe. She quickly began lifting smaller debris from one large fallen ceiling panel, so she could use the pipe as a lever, while the Doctor shifted as much as she could from the location of Isaac's lifesigns.

"You said colleagues. What were you working on?"

Isaac's voice was getting fainter.

"I'm a medical engineer. The others… they're biologists."

The Doctor nodded at Serene, who threw her full weight on the end of the pipe, causing the panel to lift. The Doctor grabbed it, heaving until it was high up enough to kick smaller debris underneath, holding it up without their efforts. Once it was shored up enough, she crawled under, calling out Isaac's name.

He was lying against the wall, a second ceiling panel half covering him. It had protected him enough from further debris, probably saving his life, but had also trapped him. While the Doctor tried to clear a path, Serene carefully moved as much loose rubble as she could from on top, then she passed the sturdiest small pieces forward, so the Doctor could shore up a way out for Isaac.

It was slow, hard work but eventually they managed to free him. He was a copper-skinned man in his twenties, with green eyes and brown hair, now coated in a thick layer of dust.

"I'm sorry Isaac," the Doctor said, brushing dirt and grime from his hair. "But your friends didn't survive. "

He turned to look at the pile of rubble and detritus.

"Are you sure?"

"Yours was the only life sign I could locate."

"I- I've known them years." Isaac's face was blank in shock, numb. "Since we studied together. What a pointless way to die."

His injuries were relatively minor, but his head wound gave the Doctor concern.

"Where are your medics? You need to get that looked at."

The bombardment attack appeared to be over, so they located an unobscured route back to what Isaac called Central. Other people were beginning to return from the shelters, and another young man ran up to Isaac, grabbing him in an embrace.

"Thank goodness you're all right! When you didn't make it, I got so worried!"

"I'm okay, Nikol."

Nikol realised that he didn't recognise the two women with his partner.

"Who are you?"

"I'm the Doctor, this is my friend Serene. We answered a distress call, and found Isaac here."

"The roof collapsed," Isaac told him. "Amber and Lucas… they didn't make it."

Nikol was visibly distraught at the news.

"No! And you're hurt?"

"He needs a medic," the Doctor cut in. "If you could point me to someone in charge, then we'll leave you to look after him?"

"Uh, Jasia is over there. Thank you for saving him. Thank you!"

Nikol kissed Isaac briefly on the lips, then put his arm around him, supporting him away as the Doctor looked over at the woman he'd indicated. A harassed-looking woman with similar hair and skin to Isaac, but about ten years older than him, was shouting into a communicator.

"Right, let's find out what's going on," the Doctor said, casting a critical eye over the room.

She went up to the other woman and tapped her on the shoulder.

"Excuse me, Jasia, is it? I'm told you're in charge."

"Little busy right now," Jasia snapped, not turning around, continuing her angry exchange. The Doctor tapped her shoulder again, and Jasia whirled around in a fury.

"What? Wait, who are you?"

"I'm the Doctor, this is my friend Serene. Do you know anything about a distress call?"

Jasia waved a hand at the chaotic room they were in, more and more people pouring in.

"Don't know if you've noticed, but we're at war, Doctor. So, yes, I'm sure someone got a signal out somehow."

"Who are you at war with?"

Finally, Jasia put down the communicator and looked at them properly.

"How can you not know that?"

"We're travellers. This is Ksako?"

"That's… the whole planet's called Ksako. Where did you come from? And how did you get in here?"

"What is 'here'?"

"This base, this facility. We've been shut off for weeks. All the military left already, they took the heads of department and chiefs of staff and they sealed us in."

"Sealed you in?" Serene spoke up. "Why?"

Jasia stared at the two strangers in front of her.

"So, let me get this straight. You heard a distress call and you, what, teleported into a war zone, without knowing anything about what was happening here?"

"Didn't teleport; my ship's in one of the corridors out there. Why don't you start at the beginning?"

As the chaos began to die down, order restoring after the attack, Jasia laid it out for them.

"We've been at war for years. Centuries, technically, but there's been ceasefires, negotiations… I can't even remember what started it, probably nothing important. But these last few years, it's been different. It's not about territory, or even politics. They want us dead, all of us."

"Why?" Serene asked. She'd tried to keep quiet, but couldn't understand.

"Because we're not them," was the simple answer. "The only way they can really, truly win, end this war once and for all is if there's none of us left. Doesn't matter if we fight or surrender. They won't stop until all of us are wiped out."

"And this facility - what is it?"

Jasia shrugged.

"Research. Originally, it was to house any experiments that might need to be contained. You know, particle accelerators, unstable elements, anything to do with contagious diseases that was too dangerous for the hospital. Once the attacks started up again, our military took over, wanting us to work on weaponry. But then the enemy breached planetary defences, landing parties took over most of the continents and started rounding people up."

Jasia paused, silent fury radiating out of her. The Doctor's countenance was similar, but Serene was horrified. How could they possibly help in this situation? But there was more to come.

"We don't get many reports down here any more. Some of the resistance groups still broadcast, but the news is never good. Last I heard, there was talk about using prisoners to develop a biological weapon, something they can use to wipe us all out, even down here."

Serene, sitting with her head bowed, jumped up suddenly as realisation struck her, looking over at the Doctor, who was still grimly silent.

"Who are you at war with, Jasia?"

"They're called the Nevedi."

"I've met them before," the Doctor replied. "Seems they weren't listening properly."

"Doctor, do you think they went back to the Order? After we left, to try and get the information you stopped them getting?" Serene knew it was selfish to ask, to worry about her old home when the planet she was on was in danger of being destroyed. But she couldn't leave it.

"No I don't, Serene. If nothing else, it doesn't sound like they have any weapons yet. How long's it been since the invasion began?"

"A few weeks, maybe? Hard to tell, down here."

"And you say sealed in - what does that mean?"

"There's not many ways in and out. They shut off the main power, so we can't open the pressurised hatches, and they buried the emergency exits. We have good generators, so we won't run out of air or power, but food's only going to last so long."

The Doctor got up and began to pace, thinking.

"Obviously, I wasn't clear enough last time. Thought warning them off the Order might slow them down, but I should've followed up. We could evacuate everyone down here in my ship, but I don't know where'd be safe until we can stop the invasion."

"It's too late to stop the invasion, Doctor. The only way this doesn't end in genocide is if the Nevedi suddenly change their minds."

"That's one option."

The Doctor sounded like she was being serious, which gave Jasia pause.

"What records do you have here? Show me what you've been working on."

"I'm going to check on Isaac," Serene spoke up. "Let me know if there's anything I can do?"

They both got to work. Serene found ways to make herself useful with the medics, who turned out to be mostly medical researchers and biologists, rather than trained doctors. She didn't have any specific medical training herself beyond basic first aid, but, at that point, it was enough.

The Doctor absorbed as much information as she could from the computers, discovering that the facility also housed a backup database for much of the planet's stored knowledge - presumably why it had been sealed when the military left. Her natural curiosity meant she wanted to explore everything, but she focused on discovering what level of technology and weaponry the people of Ksako had, and what she could expect from the Nevedi.

She pushed away the twinges of guilt she felt at not having pursued them the first time. She couldn't be held responsible for other people's wars, not when there was always war going on somewhere, somewhen. She'd seen more than enough, done more than enough -

_'_ _Nope, not thinking about any of that. You can save these people, stop this war, now.'_

Evacuation first, find a safe site to take the occupants of this facility, then work on getting the Nevedi to withdraw, permanently. And if she could get them to give up the concepts of biological warfare and genocide, then that'd be a good day's work.

The first flaw in this plan came when the Doctor tried to return to the TARDIS, and found the corridor completely blocked from a roof-fall, even worse than the one that had trapped Isaac and killed his friends. The entire corridor had caved in, potentially tonnes of rubble between her and her beloved ship. It could take days to clear, with the facilities available, and she didn't want to risk anyone else getting hurt, if the roof was clearly unstable in this area.

"So… plan B," she said, aloud. "Probably should've thought one up."

The Doctor went back to Central, called together all available people.

"You said the emergency exits had been buried?"

Jasia nodded.

"The military said they'd come back for us, if they could, so hopefully that means they have a plan for unsealing the exits, or restoring the power. We've worked on the generators all we can, but we don't have access to any sufficient power sources down here to crack the seal on the main entrance."

"Don't want to do that just yet, not if they're still bombarding the surface. Is it likely that the Nevedi know where the other exits are?"

A quick conference took place.

"Probably not. Unless they've accessed all our records elsewhere, it wouldn't be common knowledge."

"That's our best bet, then. I'm going to need help though, and if anyone wants to come with me, they're welcome to, but I can't guarantee it'll be safe."

"What are you planning?" Serene asked.

While the Doctor had been researching, Serene had been helping the medics, and now everyone who'd been hurt in the bombardment had been patched up, she was ready to move on, wanting to do what she could to end the war. She knew it was naïve to think of it that way, that it wouldn't be simple. But the Doctor had talked about ending regimes and stopping wars many times, and she had faith in her friend. The memories she'd absorbed into her recall device had mostly faded, but what remained gave her confidence in the Doctor's ability to do what she said she would. Mostly.

"Two things. One, get into where the prisoners are being held and try to free as many as we can. Two, infiltrate the Nevedi and do whatever I can to end the invasion and the war."

A moment of silence greeted her.

"So…" Isaac said. "Simple."

Serene had noticed the change from 'we' in part one to 'I' in part two, and she had no intention of leaving the Doctor alone, if she could help it.

"First of all, we need to get out," the Doctor continued. "What do you have in the way of explosives?"

It actually took longer to convince the Ksakians to try than it did to source materials and construct the explosives.

 _'What I wouldn't give for a couple of cans of Nitro-9 right now,'_ the Doctor thought. _'There were some advantages to having a friend who liked blowing things up.'_

But she was surrounded by research scientists, several of whom had a decent knowledge of explosives, and she managed to rig up something workable. The biggest problems were making sure the force of the blast was directed upwards, and creating a reliable remote detonator, as it turned out the shielding between the facility and the exits blocked most of what she tried. In the end the Doctor had to resort to a timer, which was risky because the exit could only be accessed by a long ladder up a narrow access shaft, which didn't leave much room for error.

"Everyone ready?" she called down, fixing the explosive to the hatch above her.

"As we'll ever be!" Isaac called back, standing at the base of the ladder with Serene.

"Okay, clear the way, here we go!"

She activated the countdown, which, inevitably, began to glitch immediately. Rather than five minutes, which would have been plenty of time to get clear, it halved, then sped up.

"Oh, what?" the Doctor exclaimed aloud, scrambling to climb back down at top speed, but it proved harder to hurry down without slipping, and she couldn't rely on the timer not glitching again, so in the end she let go, dropping the last fifteen feet or so and rolling through the door.

She bumped into the waiting Ksakians, Serene grabbing her and dragging her out of the way as the others propped the shield against the entrance to the shaft, just in time it proved.

The blast was successfully directed up, but the shower of debris that followed made them glad they'd put up defences.

"So much for five minutes," Serene remarked dryly. "For a Time Lady, your relationship with time can be a bit unreliable."

"Oi!"

But Serene was smiling, relieved that at least the first stage in the plan had worked with minimal disruption.

"How come no-one came up with a gender-neutral title, in all the millennia your people called themselves Time Lords?"

"Not now, Serene. Ready to go?"

"Ready when you are." Serene picked up the bag she'd packed and swung it onto her back.

The Ksakians had cleared the fallen debris, and Isaac stood in the door.

"I'm coming with you."

"You sure?" The Doctor asked. "That was quite a bump on the head you had."

"I'm fine. And I want to help."

"Okay. Appreciate it, Isaac."

They began to climb and soon they were all out of the underground facility, blinking in the light of the setting sun, the whole sky made up in shades of orange. Fortunately, the explosion had caused a minimum of damage to the surrounding forest.

The Doctor and Serene looked around, their first sight of Ksako's surface. The trees were tall, the foliage brilliant greens and yellows that indicated spring, and some of the tangled thorny bushes growing all around were in flower, bright yellows and white. It was deceptively calm and beautiful, birdsong resuming after the bombardment and the blast, and there was no indication of the war raging across the planet.

Two Ksakians had dragged up the expandable shielding used to protect them from the blast, which they now laid over what was left of the exit hatch, quickly camouflaging it with material from the forest around them. It should stop the attacking Nevedi from spotting it, but not prevent those sheltering in the facility from escaping, should they need to.

The group set off, hiking through the forest.

* * *

Disclaimer: As usual, most of this is mine, except for the stuff you recognise, which isn't.


	7. Chapter 7

**7**

The rescue team stopped to rest briefly in the dead of night under Ksako's twin moons before setting off again before dawn. Isaac had warned that there might be patrols, but they didn't encounter any of the invading forces; maybe the earlier bombardment was seen as enough.

As they came to the edge of the forest, they could see a complex of buildings ahead, surrounded by hurriedly constructed chain-link fencing, topped with barbed wire. This was, Isaac explained, the most likely place for prisoners to be taken, if what they'd heard about experimentation was true.

"What did this used to be?" The Doctor asked.

"Teaching hospital," was Isaac's terse reply. "I worked here, briefly."

"So you know your way around?"

"A bit. It's huge, I only know where I was based."

"Good enough. I want you to lead the rescue team. Try and get as many people out as you can, but remember-"

"I know," Isaac replied, grimly. "If there's any sign they've bio-engineered a weapon, we can't risk evacuating people who might've been exposed to it."

He checked his bag, where he was carrying whatever portable medical diagnosis equipment he could bring.

The Doctor disabled the proximity alarm and, cutting through the wire, the group snuck in, the grey light of dawn just starting to turn into daylight. As the invaders had been more concerned about stopping prisoners getting out, there fortunately were few defences to bypass getting in, and the group made it to the back of the building, then split up. Isaac led his team of rescuers inside, climbing in through a window while the Doctor and Serene made their way around to the front.

"What are we going to do?" Serene whispered.

"We need a distraction first of all, so the others stand more of a chance. Then we can work on getting to whoever's in charge of this invasion."

"What sort of distraction?"

"We need to get caught."

"What?!"

The Doctor hurried around the corner, to the guarded main entrance to the hospital. Armed Nevedi were patrolling, although they seemed rather half-hearted. From what she'd been told, the Doctor assumed this was because most of the 'real' fighting was taking place miles away, and, especially with the bombardment of the surrounding area, they weren't expecting anyone to just wander up and attack a hospital, even if Ksakian prisoners were being used as test subjects. Well, all the more reason to do exactly that.

Setting the timer on the remaining explosive device she'd built - hopefully, this one'd be more reliable, without all the shielding in the bunker that had affected the last one - the Doctor lobbed it through the open window of the security hub by the front gate.

"Fire in the hole!" she yelled, and then she ran, pulling Serene along behind her, around the corner, out of sight.

The guards looked down at the obviously handmade device that landed at their feet, and fled.

They had time to get clear of the blast radius before the device exploded, flattening the little hub and setting off a screaming alarm inside the hospital.

"That should get everyone's attention," the Doctor murmured, watching as all the patrolling guards came running towards the burning hub.

Confusion radiated from them, then whoever was in charge - or at least, the guard who reacted to attack the quickest - directed them all out along the perimeter fence, searching for the culprit. Taking advantage of the patrol facing outward, the Doctor hurried in through the front door, Serene scurrying behind.

"I thought you wanted to get caught?" Serene whispered, as they sneaked into the hospital.

"I do. But we need to keep everyone looking this way, away from the others as long as possible. Let's see what other trouble we can cause…"

She pulled the cover off a panel of switches and fuses, and used her sonic, aiming for the most noise and clamour without damaging anything the hospital might genuinely need, because who knew if there were still patients here? There was a loud bang, lights began flashing on and off inside the hospital, doors opening and even more alarms beginning to wail.

"That should keep everyone busy for a while. Look sharp, here we go."

The Doctor, spotting the guards running in through the door after them, dropped the sonic back into her coat pocket and put up her hands in surrender. Serene followed suit, the guards surrounding them at gunpoint.

"Hello!" The Doctor said, brightly. "Take me to your leader!"

"What are you doing here?" One of the guards demanded, stepping closer to the two women.

"They're not Ksakians," another remarked, looking them over.

"No, we're just visiting," the Doctor replied. "Heard some very nasty things about what you lot are up to, so we thought we'd come and check it out."

"By blowing up the security hub?" The first guard demanded.

"I like to make an entrance."

The guards handcuffed them, and escorted them as prisoners to an office, where their faces were scanned and DNA samples extracted.

As the results came up, they were presented to a businesslike white woman with short black hair and a name badge reading 'Head of Security: Lanya'.

"So you-" she indicated Serene. "You're a nobody. But you…" she turned to the Doctor.

"Me?"

"Your face is in our databanks. Seems you have a history of interfering with our plans."

She rotated the monitor, showing a screenshot of the Doctor, clearly taken when she was defending the Cerebral Order.

"Not enough, obviously."

The Doctor's tone was deadly serious, the expression on her face the same.

"Thought I warned you lot before. Whatever you're planning, I'll stop it."

"It's a little late for that, isn't it?" Lanya asked. "Ksako is taken, Doctor. It, and its people, are ours."

"People are _not_ property. They don't belong to you, and they never will."

"We're not interested in ruling them, or enslaving them. The Neved Elité have given us very simple instructions. Wipe out our enemies."

"Why?"

This was Serene. The nonchalance of the officer when they spoke of genocide was chilling, she couldn't keep quiet.

"Do you even know why you're trying to murder a whole planet? What started this war?"

"What does that matter?"

Serene tried to suppress a shudder. She'd always known that war was a reality, that terrible things happened, but she'd never imagined that there would be such indifference among those fighting. People always fought for something, surely?

"They are our enemies. We will defeat them, and be triumphant."

"No."

The Doctor leaned forward, her cuffed hands on the officer's desk, staring the other woman down.

"You won't."

Lanya scoffed, clearly not believing the Doctor at all.

"Just because you saw off three scout ships on a retrieval mission, doesn't mean you can defeat our entire armed forces."

But the Doctor didn't back down, even when an armed guard pulled her away, holding her at gunpoint.

"There are other ways."

"Prove me wrong, Doctor. Impress me."

"Gladly."

Lanya waved a dismissive hand, and the guards took the Doctor and Serene out.

The guards took them to a lab, where they used the handcuffs to secure the Doctor and Serene to chairs, side by side.

"You've got everyone's interest now," smirked one of the guards. He was a young white man with slicked-back brown hair, and his name badge read 'Adams'.

"The head of research wants to see you, and I hear the Elité is one their way to this site. We don't usually get special guests out here."

"So what do you get?" Serene asked, unable to hide her disgust. "This is a death camp. You bring people here to be tested on, so your side can wipe them all out. How can you do that? How can you live with yourself?"

Adams leaned in close to her.

"They're not people," he whispered. "They're… insects. Cattle. I don't care what happens to any of them, or to you. I'd happily shoot you now, if I didn't have orders not to, and I'd sleep like a baby after doing so."

Adams snapped the last restraint closed, then left the room. The others went with him, standing guard outside.

Serene, struggling against the metal pinning her wrists, hurled a string of curses at their departing backs.

"Serene."

"That's not going to work anymore, Doctor! I'm not going to quiet down like a good little girl, just because you remind me what my name means!"

Fury radiated from her.

"I'm not asking you to, It's okay to be angry."

Serene stopped struggling, looking over at her friend. The Doctor was still, but she was no less furious than Serene was.

"It really is. Anger can be good, it can spur you on to do the right thing. So if you're angry, then feel it. _Use it._ Just don't let it control you, don't let it make you do something you'll regret."

"Is that what you do?"

"I try."

They fell silent, waiting.

"That was some pretty impressive swearing just then," the Doctor said, pushing her own anger to the back of her mind.

"Didn't know you knew words like that."

Serene exhaled heavily. She dropped her head back, staring at the ceiling.

"Just because I grew up in a quiet Order doesn't mean I didn't get a varied education."

"No, I like it. I'm seeing a whole new side of you lately."

"Yes, well, nearly getting burned to death for witchcraft'll do that to you."

"What?"

The Doctor, shocked, tried to turn in the chair to see her friend more clearly.

"When did you - _what?"_

Serene sighed again.

"Remember when you picked me up from medieval Italy? I had my hands tied behind my back, and you asked why I smelled like woodsmoke? That."

"You were in a nunnery when I left you! How did you go from that to getting accused of being a witch? Not that I can really talk," the Doctor amended. "Though they tried to drown me, rather than burning."

"Really?" Serene found her anger fading into the background, not disappearing, but no longer rushing through her uncontrollably.

"Was that Earth as well?"

"Yeah, England, in the 17th century," the Doctor replied. "They have a lot of dark history, but there's some really good stuff as well."

"What did you do to get called a witch? Not that I really know what that means."

"It's just a word they use when they're scared of someone, or something they can't explain. For me, I got in the way of someone's plans, tried to save others from getting hurt, or killed."

"I'm starting to see a pattern," Serene remarked, dryly.

"Fair point."

"How did you survive? Drowning, I mean."

"Old escapologist friend of mine taught me a few tricks. I'm pretty good at getting out of tight spots."

Serene raised her eyebrows.

"Seems like now would be a good time to use those skills?"

"No, we need to wait until we meet whoever's in charge. I need to know what they're doing, what they're planning before I can stop them."

"I hope Isaac and the others managed to get enough people out."

"Me too. Haven't heard any more alarms, or any shooting, so hopefully they haven't been caught."

Silence fell again, and they waited.

After a while, the aforementioned head of the research department - Dr Milton, a pale, bespectacled, balding man in a white coat - came in, flanked by guards.

"So, you're the off-worlders, hmm? Fascinating. You both have some very interesting genetic materials. Under other circumstances, I could spend a lot of time studying you."

"Where have I heard that before?" The Doctor remarked, rhetorically.

Dr Milton took out a hand light and, taking hold of Serene's head, began examining her eyes, close up.

"My team are making excellent progress on engineering a pathogen that will attack all native Ksakians. But anything else we can add to our work… Your eyes, my dear, are most unusual. The way they react to light is very different to my people, or the natives here. What is your planet of origin?"

"I don't know."

Serene was holding herself very still, disgusted that this person was even touching her, let alone talking about using her for experiments.

"Really? How intriguing."

He let go, putting the light away and taking a tablet computer from his assistant before moving over to the Doctor.

"And you… well, you are a revelation."

The Doctor stared back at him, her disdain clear.

"You come from Gallifrey?" he asked.

"You tell me."

"A surviving Time Lord. And you interfered in the attack on the Cerebral Order, which is something of a surprise. I thought that, historically, your people didn't like to intervene."

"I'm not defined by what planet I come from," the Doctor replied, terse.

"No matter. If I have the time, I intend to take a number of samples from you. Once this war is done, I have a lot of ideas about regenerative abilities I hope to put to the test."

The Doctor's disdain turned to open disgust.

"Again, not the first to say that. You have no right to any of my genetic material, nor that of the Ksakians. I won't let you complete your work."

He continued taking notes on his tablet, not at all intimidated by her.

"Yes, well, I'm a busy man. I'll schedule some of my assistants to run the tests as soon as possible, then I can make arrangements to transfer the two of you back to Neved. There are a number of my colleagues who'd sacrifice a great deal to study you."

"Not gonna happen."

"There doesn't appear to be a lot you can do right now though, is there?" Dr Milton indicated the restraints. "Again, a pity I'm under such a tight schedule at the moment."

He left, the guards following.

"Well, now we know what to focus our attention on," the Doctor murmured. "Hopefully, they aren't sending any results off-world just yet, so we should be able to intercept… Listen to me, thinking out loud again. Time we were moving on."

She began contracting the muscles in her wrists.

"These types of cuffs are always a bit trickier… wonder what Houdini would've made of these…"

Serene watched, confused. The Doctor pulled one hand free, then quickly used the sonic to unlock the other restraints, before moving on to free Serene from hers.

"You need to show me how to do that!"

"When we get a quiet moment, maybe."

"All that time we spent in Venice learning how to dance was great, but maybe I should learn more useful skills from now on?"

"Time enough for both, hopefully. No knowledge is ever completely useless. But for now… we need to make sure the others can get the prisoners out of here, and to disrupt whatever work is going on here as much as we can."

"Agreed. How? We don't have any more explosives left, and they took all the kit I brought."

"Couple of ideas… come on."

The room they were locked in was a lab, so they raided the storage units on each wall. Serene recalled a recipe for a sedative she'd once found, projecting it from her wrist device. Most of the ingredients were easy to source, so they managed to mix up a batch quickly enough. Taking advantage of the fact the guards outside weren't interested in checking up on them, giving the two women the element of surprise, they used it like chloroform to knock both guards out.

"Should I be worried you have that recipe stored?" the Doctor asked, as they dragged the unconscious guards into the lab and restrained them.

"I mean, I could probably whip up something similar, but I've got a lot more experience in needing it."

"I've never used it before. Sometimes I thought about using it so I could get into the restricted archives, back in the Order."

"What's in the restricted archives?"

"I don't know. I never got up the nerve to break in. I wonder if I could now?"

Serene picked up the gun from one of the guards' holster.

"There are a lot of things I'm not sure if I could do them or not."

The Doctor paused.

"You don't have to take that. I try not to use guns, if I can avoid them."

"I know. But… it seems like we should at least have it, even if I don't use it."

They wandered the corridors for a while, trying to figure out where the activity was. Most labs and examination rooms were empty, abandoned in a hurry, presumably when the invasion started. They stopped at a directory mounted on a wall.

"What do we think?" the Doctor asked. "Infectious diseases ward?"

Serene shuddered.

"That's probably where they're doing the actual work on people. Although I expect microbiology and haematology are very busy right now too."

"Look, if this is too much, you can head back…"

"No, I'm all right. This needs to be done."

They continued, ducking into storage cupboards and empty rooms whenever they encountered any guards, until they found the research labs for microbiology. As expected, they were filled with people in lab coats and protective clothing, concentrating on growing cultures and running simulations on computers.

Working on the assumption that details of their attack on the front gate and subsequent capture wouldn't have reached anyone here, the Doctor decided to brazen it out. Brandishing the psychic paper, she walked straight in, demanding to be updated. The researchers looked exhausted, and didn't question the appearance of another stranger shouting at them.

The Doctor insisted they provide her with a computer of her own, and that some of the workers take 'her assistant' on a tour of the facility, instructing Serene to gather as much intel as she could. Clutching the gun she'd concealed in her dress pocket, Serene went with them, leaving the Doctor to her work.

After a brief skim-read of what they'd already done, the Doctor set to work building a programme of her own, designed to infiltrate and destroy all Nevedi records kept in the building. Fortunately, they were all connected by intranet, so she added an extra instruction to prevent any information being copied or uploaded. She was just finishing the programme when an alarm went off.

"What's that for?" she asked.

The researchers shrugged, carrying on with their work, so the Doctor got up and went to the door. A troop of guards were congregating nearby, before hurrying off.

_'Guess they either found out that Serene and I escaped, or that the Ksakians managed to rescue some of their compatriots,'_ she thought. _'I should probably be moving on again.'_

She uploaded the programme onto the intranet, ready to go. It just needed to be activated, which she could do remotely, so she nipped out, intending to catch up with Serene.

Before she could get far, another patrol approached. These weren't the same guards she'd encountered before and they were headed by a figure the Doctor recognised, not from that day but from one not far in the past. The woman recognised her, too.

"Doctor! Stop her!"

The Doctor tried to give them the slip, but there were too many, and they grabbed her, marching her back toward their leader.

"Commander Kasir. Fancy meeting you here."

"Oh, I came straight away, when they told me you'd shown up. I won't let you interfere with our work more than once."

The Doctor noticed that the uniform Kasir was wearing was different, had fewer pips on the collar.

"Been demoted, have we?"

The other woman's pale face contorted with suppressed rage and the Doctor couldn't resist goading her.

"Oh dear, don't tell me that was my fault? Your commanding officers didn't take too kindly to you failing in your mission?"

"Well, I won't be making that mistake again. Send more troops to locate her associate," Kasir ordered.

One of the troopers locked the Doctor's hands behind her back, and they escorted her along corridors to an office that was being converted for the Nevedi's use.

Kasir sat behind the desk, while the Doctor was held before her.

"Search her."

Another Elité began to go through the Doctor's pockets, emptying the contents onto the desk. 

It took a while.

Kasir looked at the heap of assorted items with irritation.

"Last time we met, I thought you no more than some lackey of the Cerebral Order, and that underestimation cost me dear. I have to assume you've already begun whatever it is you're planning, so you'll remain under guard until I receive more specific orders on how to deal with you."

"Oh? Not going to kill me, then?"

Kasir smiled her unpleasant smile.

"Much as I would dearly love to, my superiors have declared an interest in you, as has the head of the research here. Although he wants to vivisect you, so I wouldn't be too relieved just yet."

The Doctor stared her down, thoughts whirring. There had still been no word on whether the Ksakians had succeeded in rescuing the prisoners, so she had to hope that they had. Especially now she knew for sure that the biological weapon hadn't been completed, so it should be safe to take them back to the underground facility. As to what was happening at other facilities across the planet, she couldn't say.

_'One thing at a time, Doctor. They haven't caught Serene yet, so maybe there's still a hand to play.'_

The longer Serene toured the facility, the easier she found it to pretend. At first, she'd kept quiet, responding to everything with a non-committal 'hmm' while she tried to figure out how best to proceed. She needed to keep them away from where the prisoners were being kept or the rescue attempt would be discovered, but at the same time, she needed to know what was being done here. So she started asking questions.

She asked for a computer tablet and began to take notes, feigning interest. Eventually, she asked the Nevedi about the test subjects, and was relieved to discover the attitude of the guard, Adams, earlier - that the Ksakians weren't people and deserved extermination - was not universal.

Indeed, several of the research staff showed reluctance to take part in the experiments, and one even seemed to imply they'd been coerced into working on the project. That could be useful, maybe they could even find allies here.

It turned out that most of the 'patients' were indeed being kept in the infectious diseases ward, due to the increased security precautions already in place there, and also that the testing was still in a preliminary stage. Serene hoped Isaac would have thought to lead the rescue party there. However, her luck could only hold so long, and as they were touring the haematology department, an alarm began to sound.

"What's that?" Serene asked, knowing it probably related to their escape, hoping it wasn't that the Doctor had been discovered.

"Not sure," her guide replied. "What do they usually have alarms for in a hospital?"

"That isn't something you installed?"

"We haven't really had the time or the staff to do that, ma'am. It's not a fire alarm, maybe there's another aerial bombardment due?"

Hoping she could still brazen this out, Serene asked them to show her some of the research results on the workstation she could see in a nearby lab, but as they reached the door, a troop of guards approached, and Serene saw with horror that Adams was with them. She tried to slip behind her guides, but it was too late, and in her red dress, she stood out among the white coats and scrubs. Adams recognised her, and an evil smile crossed his face.

"Get her!" he shouted, and Serene acted without thinking. She pulled the gun from her pocket and took aim at the guards.

"Stop! Or I'll shoot!"

They faltered, and she swung the gun side to side, covering them all. They were all armed, but none had their guns out and ready to fire yet.

"Will you?" Adams taunted, taking a step closer as Serene aimed the gun straight at him. "You know I would, in your place. But could you live with yourself, if you killed me?"

Serene forced herself to hold steady. Rage poured through her, but the Doctor's words remained.

_"Don't let it control you, don't let it make you do something you'll regret."_

"Maybe. But I didn't say I'd kill you."

She aimed low, and fired.

The blast scorched the ground at his feet, and his howl of pain told her she'd hurt, but not killed him. Taking advantage of the confusion, she fled, pushing through the group of researchers who'd been guiding her.

The hospital layout was labyrinthine, and she didn't have time to consult her recall device, so she just ran. There were white coats hanging on a peg outside one lab, and she grabbed one, throwing it on as she went, hoping to camouflage herself a little.

She burst through a set of double doors, startling the people on the other side, and headed towards the lifts. If she could just…

But behind her, she could hear the sounds of pursuit, and she was still too conspicuous, so at the last minute, she hit the button on the lift, then dodged through the doors to the stairs, hoping to at least throw them off for a few seconds.

A mad thought occurred to her - she'd always been told off for running in corridors as a child, now doing so might save her life. If she hadn't been gasping for breath from running so hard, she'd have laughed.

As she pelted down the stairs, she glimpsed daylight through the windows - she'd reached the end of the building, and if she could reach the ground floor, could she get out, into the forest? It was a long shot, but if she could lose her pursuers, maybe she could get back in later, try and find the Doctor? Leaping as many steps at a time as she dared risk, Serene drew on her last stores of energy.

_'Don't give up now! Keep running, just keep running!'_

But as she reached the ground floor, the doors were mostly glass, and through them she could just see the backs of people beyond the wire fence, vanishing into the forest - the rescue party, escaping. Serene realised she couldn't risk her pursuers sighting the Ksakians, no matter what the cost, and that meant she couldn't try to leave the hospital.

So she stopped, turned, and fired a warning shot back up the stairs.

_'I just need to buy them some time. Can't let them be seen.'_

The guards halted their pursuit down the stairs, and for a moment, Serene felt a glimmer of hope. But then a small metal canister bounced down the stairwell to land at her feet.

"Oh, f-"

There was an incredibly bright flash, and Serene slumped to the ground, unconscious.


	8. Chapter 8

**8**

The Doctor was still standing under guard in the office of no-longer-Commander Kasir, when they brought Serene in. Two guards dragged her unconscious form between them, Adams limping behind and the Doctor couldn't hide her shock and concern.

"What've you done to her?"

"Flash bomb," Adams told her, enjoying the Doctor's obvious upset. He gestured to the men holding Serene, who dropped her unceremoniously on the floor.

"She'll wake up soon enough, unfortunately."

One of the medics brought and administered to Adams a painkilling shot, and he leaned against the shelving to take the weight off his injured foot. Kasir looked up from behind her desk, where she was trying to make sense of the Doctor's sonic.

"This is her associate? Who is she?"

"She's nobody," Adams replied. "Didn't come up in any of our records."

"Wait."

Kasir quickly scrolled through images on her computer screen, swivelling it to display the picture of the Doctor facing down the Elité, from the Cerebral Order. Behind her, just about identifiable in her pink tunic, was Serene. Kasir looked down at the unconscious young woman with some distaste.

"You brought one of the sisters of the Order with you? A peculiar choice of travelling companion."

"Dr Milton said he wants to test her," Adams cut in. "So we should probably keep her alive."

"Perfect." Kasir's unpleasant smile was back on her face. "I have some ideas of my own. Put her with the Ksakian prisoners."

The Doctor tried to keep her temper. She'd planned on getting caught once, but Kasir's reappearance complicated things. Getting identified on first processing had made it hard enough, but now there was no way she could infiltrate without instantly raising alarms, not in this facility at least.

And she had to make some more changes to their plans; just deleting the research done wouldn't be enough unless she could make them withdraw, and stay away. Maybe it was time to think about bringing in re-enforcements…

The guards picked Serene up again, carrying her out, Adams limping along with them.

"Am I supposed to ask what your ideas are?" the Doctor snapped.

"I'm under orders to make the most of all resources available to me here. All Ksakians with useful skills have been processed, and I'm going to do the same with you."

"And what does that mean, exactly?"

"You're a clever woman, Doctor. I'm sure you have much relevant knowledge and experience that we can make use of."

The Doctor caught on quickly.

"No. Absolutely not."

"You don't have a choice."

"I do. And I will not help you with this monstrosity you're building!"

"But your associate, you care about her, no? I'm sure we can find a way to use her to persuade you to assist us, something that will still allow Dr Milton to carry out whatever tests he has planned."

Kasir's smile was triumphant, widening at the Doctor's horror as she realised what that meant.

"Don't you hurt her-"

"We'll do more than hurt her, Doctor. You may remember earlier I used the word 'vivisect'?"

The Doctor didn't reply, mute with absolute fury.

"This was a teaching hospital, I'm sure you already know that. One of the operating theatres is bound to have an observation window, so you can watch every - single - cut."

Kasir leaned forward, her dark eyes glittering with spite.

"Hear every scream."

There was an extremely tense silence.

"Fine. I'll look at your plans. Just, don't hurt Serene."

Kasir spread her hands, amused.

"So long as you do as you're told, she stays alive. As for unhurt… that's a relative term."

* * *

Serene woke, head pounding and sick to her stomach. The room was in semi-darkness, but she could feel that there were others in there with her. Slowly, carefully, she sat up, unable to suppress a groan.

"Hey, are you all right? Hurt?"

A concerned voice, a hand on her arm, helping her to sit upright, leaning her back against the wall.

"I don't know. Where am I?"

"Isolation. I know, putting us in here together isn't really isolation, but…"

Serene looked up at who was helping her, blurred vision clearing. A young man, with copper skin, green eyes and brown hair, he seemed familiar.

"I'm Cam. What's your name?"

"Serene. Have we met before?"

"No, why?"

"You look… do you have a brother, or a cousin or something? Isaac?"

Cam's eyes widened, and he clutched at her arm.

"You've seen Isaac? Where is he? Is he alive?"

"I think so. We met in the underground facility on the other side of the forest, and he came here to rescue people. I think he got out with them, but obviously he didn't find you."

Tears started in Cam's eyes.

"Yes, he's my brother. I haven't heard from him since the invasion started. Didn't even know where he was. He's really alive?"

"I saw some of them escaping, they made it to the forest. I got caught before I could see anything else, but I'm sure he's okay."

Serene looked around. There were a half-dozen other people in the small space, all with the coppery or red-brown skin tones she'd seen among the Ksakians. They weren't that different to her but none had the same golden shade, and she hadn't seen any blue eyes among them so far.

She realised that she'd been wondering if, travelling with the Doctor, she'd encounter people like herself. Not that that was important right then.

"Why are you in here, and not with the others in the main ward?"

Cam's expression went from relieved back to grim.

"They separate us out when they have some new test. And we -" He gestured to the other Ksakians " - all have immunodeficiency disorders."

"That's - terrifying." Serene couldn't think of anything better to say.

"What about you? You're not from around here?"

"No, my friend and I answered a distress call. I don't know where she is now, but I hope she's working on something to get us all out of here. She's pretty good at this sort of thing."

"What sort of thing? Fighting off invading forces?" Cam sounded sceptical.

"Well, she stopped the Nevedi when they were attacking my home."

Serene realised she had the perfect opportunity here to spread hope. Maybe she could inspire them all to work together, to escape and hopefully halt the Nevedi's plans.

"She's called the Doctor. This is what she does, travels from place to place and she helps people. She's good at it too, she's fought all these monsters, toppled fascist regimes and she saves people. She can save us too."

"That's good to hear. We could do with a bit of hope."

* * *

The Doctor was fitted with a tracking device, a big clunky metal thing locked around her wrist. Kasir had been only too pleased to tell her that it also contained an electroshock element that could be operated remotely.

"In case you start getting any ideas about escaping, or not doing what you're told."

She was then escorted by the Elité back to the microbiology lab and, under close guard and supervision, forced to begin work. The Doctor applied a small part of her intellect to the problem given her - create a pathogen, a virus, or mutated bacteria that could be targeted specifically at the Ksakians - while using the rest of her brain to work on the actual problem, i.e. how to stop that from actually happening, save Serene and the Ksakians, and end the war.

_'No biggie,'_ she thought.

Fortunately, the Nevedi weren't as advanced as they thought they were, hadn't gotten far into gene manipulation, so they were working on creating something external to attack the Ksakians, while trying to keep it safe for themselves to maintain an invasion until they were sure their genocide was complete.

Also fortunately, the Nevedi had decided against all-out weapons assault, and didn't have sufficiently powerful weaponry to destroy the planet from orbit, so that was one less thing to worry about. The Doctor had gathered from the workers earlier that there were a number of natural resources on Ksako that the Nevedi were keen to exploit as well, hence the boots-on-the-ground nature of the invasion and occupation.

So, lots to keep them busy, and while there was fighting going on with the Ksakian military elsewhere, there shouldn't be a huge amount of troops available if the Doctor managed to cause trouble here at the hospital. But she was being watched all the time, and she couldn't access anything that wasn't on the isolated computer she was using, which was making it tricky.

To start with, she set up some intentionally inaccurate data about genetic manipulation, that would look convincing at first glance but never work in practice, something for the other workers in the lab to puzzle their way through, which should buy time. Then the Doctor insisted she needed an assistant, and was given a nervous, stuttering young man, red-headed and pale, who was frowning his way through her latest data.

"Don't suppose you have tea here, do you?" she asked him.

"T-tea?"

"Yeah, you know. You put the leaves in boiling water, infuse it and add milk and sugar. It's nice! You can dunk biscuits in it."

"Uh, we h-have something like t-t-that."

"While you're at it - what was your name again?"

"Fergus."

"D'you think you can fetch me my sonic? Kasir has it in her office, about so big-" she gestured "-silver, with yellowy bits. I really need it if I'm going to get anything done."

He cleared his throat, obviously apprehensive.

"I'll s-see what I can d-d-do."

"Thank you, Fergus. Appreciate it."

Taking advantage of not having someone on her shoulder, she rapidly wrote out a programme for building an airborne element that would attack a specific immune system when released from the atmosphere. It was relatively easy to build something that could spread across a planet quickly, but coding it to do one thing while looking like it was doing another was the tricky bit.

_'Good thing I'm really clever,'_ she thought. Then, _'I miss having someone to say that to. Hope Serene is doing okay.'_

A little later, Fergus brought her the closest to tea that could be mustered, surreptitiously dropping the sonic, hidden up his sleeve, into her lap as he handed her the cup.

"Good lad."

She winked at him, turning him an interesting shade of pink, and they got back to work.

* * *

Serene, Cam and the others had spent the last few hours putting their heads together as to how they could mount an escape attempt. Nothing seemed particularly viable, but Serene knew they couldn't give up hope.

"We need to be ready, if the opportunity comes. Any chance we get, do whatever you can to get out of the hospital. Head west through the forest and look for the underground facility."

But they got no further. The door opened and three armed guards came in, weapons ready and all aimed straight at Serene. Adams followed them in, trying not to limp.

"Watch out for that one," he pointed to Serene. "Dr Milton doesn't want her dead yet, but she'll try her hardest to test that."

She stared back at him, fighting to keep her anger in check, not wanting to endanger the others.

"How's the foot?"

Adams, his face showing his own fury, gestured to the guards. One of them slammed the butt of his rifle into her stomach, knocking the wind out of her, and as she doubled over, they grabbed her and dragged her out.

Dr Milton was waiting for them in an examination room. He made adjustments to his equipment as Serene was pulled up onto the chair and restrained.

"So, you say you don't know where you come from?" he asked, as if making conversation. "How is that so?"

Serene just stared back at him, silent. Inside, she began her chant, trying to keep herself under control. They wanted her alive, that was something. She could work with that.

"Your genetic material has been examined and it doesn't match anything we've ever come across. I would say that was unusual, but given the company you keep… Your planet of origin must be a long way from here, or perhaps you come from a different time?"

Serene continued her silence.

"No matter. There are other things I want to know, and you won't need to talk for me to get answers."

One of his assistants pulled the chair into an horizontal position, pulling a strap across her forehead to hold her down. Once she was fully restrained, they forced drops into her eyes and then Dr Milton pulled across a box-like machine, positioning it over Serene's head.

"Try to remain still. I've been instructed not to damage you permanently, and I wouldn't like there to be any unfortunate accidents."

Serene forced down rising panic. She wouldn't show them she was afraid, and she wouldn't give in to her fear. She _wouldn't_. The machine whirred into life, flashing bright lights into her eyes, and she tried to close them, but the drops had begun to have a paralysing effect and she couldn't control her eyelids. The lights began to flash in a pattern, and the pain began.

"Fascinating," she heard Dr Milton say. "Totally unlike anything I've seen before. What a pity I can't begin dissection until the Doctor finishes her work."

Panic hit in waves now, her breath coming short and the chant was long forgotten. All she could think of now was the stake she'd been chained to, the flames coming close and she desperately tried to remember the feeling she'd discovered then. She needed to be calm, had to keep herself under control.

She wasn't going to die, not yet, so she had to get through this. Whatever this barbarous madman and his lackeys did, they could only hurt her body. Her mind, her self, that was still safe.

_'Serene. I'm Serene. I'm furious, and my anger will keep me alive, but I'm still Serene.'_

* * *

"I thought you might like a little motivation."

At first, the Doctor didn't look from her work up at the sound of Kasir's voice, but the spite in the other woman's tone made her wary.

Kasir stood before her, holding a tablet in front of her. On screen, the Doctor saw a recorded Serene being strapped to an examination chair, and she was on her feet before she'd even realised, fury radiating from her. The Elité with Kasir grabbed the Doctor's arms, holding her back.

"You said she wouldn't be hurt if I did what you said!"

Kasir pressed a button on the remote in her other hand, activating the electroshock element in the tracker on the Doctor's arm, sending a searing pain through her. The Doctor buckled, only the two Nevedi holding her stopping her from falling.

"No, Doctor, I said that she would remain alive. I just wanted to remind you of the consequences of failure. For now, the girl is merely undergoing preliminary testing. She will suffer no permanent damage. Unless, of course, you don't hold up your end of the bargain."

If looks could kill, Kasir would have been long dead.

"Take a look at my work, if you don't believe I'm doing what you asked," the Doctor told them.

Kasir gestured to several of the research scientists to check. Fergus, white-faced, told them what he knew about her work, and as they read, they seemed satisfied.

"Very well. Continue. But, remember…"

Kasir tapped her finger on the screen, where Serene could be seen almost convulsing as she reacted to the lights they were testing her with.

The Doctor swallowed her retort of _'Remember, I beat you once, and I will again'._ The key to her plan was that they thought she was co-operating, that she was beaten. That was vital.

_'I'm sorry, Serene. Please hold on, I'm nearly there…'_

* * *

The guards pushed Serene in through the door of the isolation room. She immediately collapsed, exhausted from holding back screams of pain and fear. She'd survived. She was alive. That was enough, for now.

"Are you all right?"

She heard Cam's voice, but couldn't make out his face. Everything was blurred, the middle of her vision gone entirely, just grey nothing. All she could do was hope it was temporary.

"I don't know," she replied, honestly. "I can't really see. Did I miss anything?"

"They took Leniad for testing. The rest of us are okay."

He guided her carefully to the only bed in the room, letting her sit. Serene blinked rapidly. At least the eyedrops were wearing off, if she could do that.

"I'm going to rest a while," she told him. "But we can't risk letting them take anyone else. Wake me in an hour, or if they come back?"

She passed out the moment she laid her head down.

Adams the guard was still undecided as to whether to call this a good day or a bad day. On the bad side, he'd been shot in the foot by an escaping prisoner, but on the plus side, she'd been caught again and he'd got to watch while they ran what looked to be extremely painful tests on her.

Hopefully, he'd be in attendance when they killed her, and that would serve her right for her attempt to take the moral high ground when she'd first been captured. Did she think that telling him this hospital had become a death camp would shock him, shame him? He was good at his job - getting shot aside - and the visiting Elité officer, Kasir, seemed impressed with him. Maybe she'd put in a good word for him, when they went back home. Working security was fine, but if he could be assigned to the real military, then that would be better. Escorting prisoners around wasn't exciting enough.

He unlocked the door to the isolation room, and his colleagues returned the Ksakian prisoner.

"Help us!" came a cry from within. "She's dying, help us!"

Interest caught, Adams leaned in to see the aforementioned female prisoner lying on the ground, convulsing like she was having a seizure. What to do? Personally, he was happy to let her suffer, but he was also under orders to keep her alive, for now. So, he should probably check.

The girl cried out, then lay still, eyes open, not breathing. Damn, there'd be trouble if she was prematurely dead. Although, it could hardly be considered his fault. He moved closer, looking her over. She was totally immobile, definitely not breathing, so he turned back to the other guards.

"One of you call for a medic-"

He didn't get to finish the sentence. Serene, miraculously not dead, rolled over and slammed her elbow onto his injured foot, hard. Even through boots, the impact caused him to howl in pain and fall to the ground.

Distracted, the other guards were caught unaware as the prisoners jumped them, knocking them down and disarming them, taking their access cards that activated the doors. The Ksakians now held the guards at gunpoint, as Cam pulled Serene to her feet, while another assisted Leniad, the prisoner who'd been tested on.

Serene rubbed her eyes.

"Give me a gun."

"Uh, can you see to shoot?"

"Enough. Just point me at that man's other foot."

She indicated Adams, lying on the floor clutching his injury. They'd all experienced Adams' sadism, and one of the Ksakians gladly obliged, putting a gun in her hands and guiding her aim.

"I'll kill you, you little -"

Serene fired.

And then they left, locking the guards in.

"We need to hurry, need to get out as soon as we can," Serene said. "If we find any other prisoners, we can free them as we go, but we need to move."

Helping the injured, the disabled and the partially-sighted, they ran as best they could for the lifts.

* * *

The Doctor worked in a fury, finishing off the design for a weaponised pathogen. It had to hold up to closer scrutiny now, be nearer to something that would work so she could keep buying time.

During stolen moments when no-one was looking, she used the sonic to break the lock on the computer, connecting it to the intranet so she could put a timer on the deletion programme she'd uploaded. Activating it then and there would've given her away, but she knew she might not get another chance to activate it, and she had to ensure all the Nevedi genetic research on the Ksakians was erased.

_'We're getting pretty close… probably time I was off. So now all I have to do is escape, rescue Serene, get the Nevedi to withdraw and end the war. Easy!'_

She looked over at her 'assistant', Fergus, He'd helped her by retrieving the sonic, didn't seem to be in favour of this invasion at all. So, to add to the list, she needed to escape in a way that wouldn't lead to him suffering for her actions.

"Fergus… there's something I have to do right now, and it's best if you're not here for it. Go make me another cuppa, would you?"

Fergus frowned, but he obediently left. Her guards, lulled into a false sense of security by her seeming cooperation - she'd been working silently since Kasir had shown her the footage of Serene - were stood to the side, talking amongst themselves.

_'I should add 'deal with people who hurt my friends' to the list as well… still, time to be off.'_

Sliding her hand into her pocket, she used the sonic to deactivate the lock on the tracking device, slipping it off and attaching it to the chair so its location would remain where she was supposed to be.

_'Now I just need to create a tiny little distraction…'_

But she didn't have to. Fergus reappeared, accompanied by two other researchers.

"Doctor, t-these people have r-requested your assistance. Could you come with us, p-please?"

The Doctor, pulling her coat sleeve down to conceal the removal of the tracker, glanced over at the guards, who came back over as she stood up.

"Course. What do you need help with?"

"We'll show you."

They all left the lab, and no sooner had they gotten into the lift than the researchers with Fergus suddenly jumped the armed Elité, jabbing needles in their necks so that they immediately fell, drugged unconscious, to the floor.

The Doctor recoiled, taken by surprise. Fergus pressed the button to open the lift door, indicating the stairs.

"Run, D-doctor," he said, no longer nervous. "Your f-friend has already escaped, and I'm t-told she's in the woods by n-now."

"Thank you. Take care, Fergus."

She ran.

_'What's that phrase? "When bad things happen, look for the helpers." Where would I be if no-one helped each other, ey?'_

She didn't know if there was some kind of network of dissenters within the Nevedi, or just those few, but they'd cleared a path for her to get out, and if it was true that Serene was out too, then that was more than enough, for now.

Out of the hospital, she used the sonic again to cut the wire on the fence, and then she vanished into the forest.


	9. Chapter 9

**9**

It was a long trek back through the forest, made longer by having to detour around craters caused by the bombing attacks, and occasionally hiding from what might have been patrolling Nevedi forces. It had been early evening when the Doctor had escaped the hospital, and night was falling by the time she drew near the entrance to the underground facility. She could hear hushed voices and rustling noises, so she ducked behind a tree for a moment, listening and waiting.

At first, she didn't recognise the voices, but they were clearly looking for the entrance too - was this the rescue party returning, or the Nevedi?

"What does the cover look like?" she heard one ask.

"It's camouflaged, but it'll sound different when you step on it. I'm sure we're in the right place."

At this response, her hearts leapt.

"Serene!"

The Doctor ran towards the little group - half a dozen Ksakians dressed in some sort of scrubs, and with them, her best friend.

Serene turned at the sound of the Doctor's voice, squinting and screwing up her face.

"Doctor?"

She wasn't quite looking in the right direction, caught by surprise when the Doctor crashed into her, bear-hugging her in sheer relief.

"Are you all right? I'm so sorry they hurt you, I never meant for that to happen-"

"It's okay, I'm okay. I can't see too well right now, but I'll be fine."

The Doctor let her go, pulling out the sonic and scanning over Serene's eyes. Her pupils were dilated and she winced as the little light moved over her.

"What did they do?"

"I don't really know. He didn't exactly explain."

The Doctor held back her anger, focusing on her friend.

"There doesn't seem to be much damage, you should recover. Honestly, if I'd known they'd hurt you like that, I'd never have let you-"

"Really, it's okay. If I hadn't been put with these people, none of us would've been able to get out."

The Doctor looked over the Ksakians with them.

"We should get inside. The entrance was here. Help me get the cover up, and watch your footing. We had to blow up the hatch, not sure how stable this all is."

They made their way down the ladder, and were faced with a new locked door, built over the entrance.

The Doctor knocked on it.

"Hello? This is the Doctor. I've got some of your friends here."

Serene nudged Cam, who joined in.

"Is Isaac there? Tell him it's Cam."

There was a lot of scuffling, and then the door swung open.

The group crawled in to see Isaac pushing his way through those guarding the hatch. He pulled his brother to his feet, hugging him tight.

"I thought you were dead! When I couldn't find you at the hospital…"

"I didn't know you were alive either, until Serene told me she'd seen you."

Isaac looked over at Serene, being helped to her feet by the Doctor.

"What happened?"

* * *

They brought the Ksakians up to speed. Isaac and his team had managed to rescue all the prisoners in the infectious diseases ward, but hadn't been able to locate any others. Since making it back to the underground facility, they'd screened them and begin to treat any injuries, so they took the new arrivals - Serene with them - to do the same while the Doctor told them about the plan she'd put into motion.

"Much as I don't like weapons, we will need to tackle the Elité directly."

"We made contact with our troops," Jasia spoke up. "There are a few units still in action; they'll be here by tomorrow."

"Good. Think it's safe to assume the Nevedi will put my work into action as soon as they can, so we need to be ready. We might not have much of a window of opportunity. Have you managed to contact anyone further away? Ideally, we should be looking at a worldwide action."

"That's… going to be tricky. Any communication overseas is likely to be picked up by the Nevedi."

"Get your best people on it. For now, I need to dig my ship out, if you can spare anyone?"

Jasia smiled, the tension lines on her face relaxing for the first time.

"I have something to show you."

She led the Doctor back down to the lower levels, where a team of Ksakians were busily shifting fallen rubble away from the now-visible TARDIS.

"Oh, mate!" The Doctor beamed. "This is amazing! Thank you."

"What kind of a vessel is it?" Jasia asked. "We only realised it was your ship because no-one knew what else it could be."

"This is my TARDIS. She's the best ship in the universe."

They worked all night. Messages were sent out as encrypted as could be managed, cueing as much of the planet as possible in on what was about to happen, while the Doctor worked on what was hopefully the last part of the plan. By the time the first Ksakian troops began gathering near the facility, those inside were all ready to go.

Now they were leaving and no longer had to maintain life support, the Doctor found a way to divert all power to cracking open the main entrance. As soon as everyone was out, carrying with them whatever equipment was deemed useful, it was sealed once more, protecting the backup of all collected Ksakian knowledge contained within.

The Doctor took the TARDIS on a short hop to the surface, materialising right by the hospital, then she joined the front-line troops as they surrounded the site. Serene had tried to insist on joining her, but although her vision had mostly recovered, she still required assistance and thus was kept behind with the medics, waiting to see if they were needed.

The Nevedi troops were massing around the ships that Kasir and the other Elité had arrived in. Missiles had been loaded into launchers set up between the ship and the hospital, and Kasir could be seen directing their efforts, communicating with other ships around the globe to co-ordinate the planned attack. Even demoted, Kasir was clearly still an important officer.

"They don't waste time, do they?" the Doctor murmured.

The front line of Ksakian troops activated their energy shield, advancing out of the forest toward the Nevedi. They came right up to the wire fence around the hospital, and any Nevedi troops not working on the missiles rapidly came to meet them, a face-off through two layers of defences.

"Oi!" The Doctor yelled, standing in the very middle of the front line, feet firmly planted, hands in the pockets of her trousers.

"Forget about me, did you?"

The Elité stared at her, confused. Only a few had actually encountered her, but news of this particularly troublesome alien had clearly spread.

"Where's Kasir? I want to speak to her."

The Nevedi officer pushed through her troops until the two women were essentially face-to-face.

"You're too late, Doctor. The weapons are built. We had everything ready to go before you even wrote a line of code, and you can't stop it now."

"You don't have to do this - Kasir, this is genocide! Can you really live with this action, with killing this many people?"

"Like you do?"

That, the Doctor had not been expecting, and her shocked response was genuine. Of course, to some people, in some time periods, Gallifrey had always been destroyed in the Time War. She may have undone that - or rather, her predecessors had made it so that never truly happened - but to them it was reality, would be until… well, no time to think about all that now. And Gallifrey was still gone, destroyed once more.

Kasir sneered at her.

"Did you think we knew nothing about you, Doctor? The stories that circulate the galaxy are legion. You act like you're so superior, a peacemaker, but really? The Doctor who killed their own people."

The Doctor fought to keep control of herself. _'Don't get distracted. This doesn't matter.'_

"It was the only way to end the war."

Kasir smiled.

"As you say."

The Doctor leaned forward, hands pressed against the energy shield. This wasn't over yet. It didn't have to go any particular way yet, there was still a choice.

"No, Kasir!"

"We couldn't have done it without you, Doctor."

Triumphant, Kasir raised her communicator.

"Fire the weapons. All of them."

The Doctor stepped back, hands falling to her sides. She watched as the missiles fired, straight up into the sky, disappearing into the clouds. There was a muffled explosion as the missiles detonated, delivering the pathogen into the atmosphere across the planet.

It began to rain, a sudden heavy downpour that immediately drenched all the Nevedi, the energy shielding protecting the Doctor and the Ksakians.

Kasir's face was exultant, sure of her victory. She held her hands up to the sky, laughing aloud.

"That shielding won't hold forever, Doctor. I told you I wouldn't let you interfere in our work more than once."

But even in her triumph, she suddenly noticed that members of her troop were starting to wilt as the rain soaked them, absorbing the pathogen the Doctor had designed.

She whirled back to the Doctor, who leaned in close again. There was no triumph in her, but there was a quiet satisfaction in the Doctor's demeanour.

"And I told you that I'd stop you. I did it before, and I will again."

"No, what is this? I saw your work, you built a pathogen that targets the Ksakians-"

"You saw what I wanted you to see. All fake. I built layers of code underneath that, the real target, and that's you, Kasir. You just fired weapons into the atmosphere that targets the Nevedi, and _only_ the Nevedi."

Kasir gaped at the Doctor, realisation of her utter defeat sinking in.

"Have you killed us, Doctor? You tell me not to commit genocide, only to do that very thing yourself?"

"I'm not you. I don't kill people just because they're my enemy, and if there's ever another way, I find it. But you are going to find yourself incapacitated very soon, every one of you. And not just now. The changes you made to the atmosphere are permanent; any time any Nevedi sets foot on Ksako ever again, this will happen. This invasion is at an end, Kasir, and so is your war."

Kasir lurched forward, clutching at the fence.

"That - doesn't change - what you did before," she gasped, beginning to lose consciousness as the pathogen took hold.

"You're still the one - who killed an entire world. That's something - none of us ever did."

She collapsed to the ground. The Doctor looked down at her.

"I know. Gallifrey is gone, no matter what I did to save it, whatever I do."

She looked out over the hospital grounds. Guards from within were running out to see what was happening, and quickly succumbed to the pathogen, until all of them were knocked out.

Serene made her way forward through the Ksakian troops.

"Are you sure they'll be okay? Some of them… I don't think all the Nevedi wanted to be here, they didn't all support the war."

"I know they didn't. This might not have worked without their help."

She gestured to the Ksakian troop leader, who deactivated the shield, and the Doctor went through the gates, toward the hospital, through the comatose bodies of the Nevedi.

Standing in the doorway to the building was the head of security, Lanya, the woman who had processed the Doctor and Serene on their first capture.

"Remember me?" the Doctor called out.

"You told me I couldn't defeat your entire armed forces, that I should prove you wrong. To impress you. Have I done that?"

Standing in the pouring rain, the Doctor spread her arms to indicate her work, the Neved Elité defeated.

"They used to call me the Oncoming Storm. Fitting, yeah?"

"This is impossible!" Lanya yelled, but the Doctor was just getting started.

"This is happening everywhere, Lanya. All over Ksako. It's time to go, back to your own world, and to leave this one alone."

Lanya stared, eyed wide in sheer disbelief. The Doctor looked up at the sky, sweeping wet hair back from her eyes. The rain began to lessen but the pathogen was already airborne, no longer needed the downpour to spread.

"It won't kill you, but it will get to you, sooner or later. Can't hide in there."

The Ksakian troops advanced, weapons at the ready. Behind Lanya, sat in a wheelchair with both feet encased in bandages, was Adams. Both of them looked at the approaching troops, the Doctor at their head, realising there was no escape, even as they began to wilt too, passing out as they breathed in the pathogen.

"Start gathering them up and load them onto their ships," the Doctor called out to the Ksakians. "And make sure you find everyone in the hospital. Pass that order on across the planet. All Nevedi are to be sent back, and there's to be no retaliation, no revenge attacks."

"Doctor!" This was Serene, standing at the Doctor's shoulder. "Are you really going to just send them back? No punishment? No judgement for what they did, what they tried to do?"

"Not now, Serene."

"Doctor, they wanted to murder a whole planet! You can't just let that go!"

"I said, not now!" The Doctor's tone flashed to anger. "One thing at a time! Now, are you coming with me, or do you want to stand here yelling? Because I'm starting to think I can't trust you to stay out here."

Serene flinched.

"You think I'd kill someone? Worse, you think I'd do it when they're unconscious?"

The Doctor indicated Adams, slumped in the wheelchair, his injuries obvious.

"Anything you want to tell me?"

"You heard him, Doctor! When we first got here. 'They're not people,' he said. Called them insects, cattle. Yes, I shot him, and I would do that again, but he wanted to kill us, both of us, as well as the Ksakians. If I hadn't shot him, I'd never have escaped, neither would the people being experimented on. He deserved it."

"Maybe he did, but you don't get to make that call."

"Then who does? They tortured me, Doctor! Because they wanted to know how I'm different to them. You might be able to let that go, but I don't think I can."

The two women faced each other, Serene alight with fury, the Doctor cold, holding back her own anger.

"I'm not letting anything go. But we need to start rounding up all the Nevedi before I do anything else."

"And I'm supposed to just do as you say?"

"I said that I'd only tell you what to do when it was important," the Doctor snapped. "And you said that you would."

Serene pressed her lips together, fighting to keep control of herself.

"Fine. What do you want me to do?"

The Doctor led them into the hospital. Troops followed them in, spreading out through the hospital, searching out the remaining Nevedi. The Doctor had already informed them of Fergus' help, directed them to look out for him and his associates.

"I set up some long-distance communication equipment, when I was back in the underground facility. It should be brought in here soon, but I can't make the call. I need you to do it."

Serene was puzzled.

"Who am I calling?"

"There's this organisation, bit like space police, called the Shadow Proclamation. This kind of invasion's smaller than what they usually deal with, but if we put the Nevedi on their radar, it might stop anything like this from happening again."

Serene's anger faded, and she felt a little ashamed at her earlier outburst. Not entirely, though. She still wanted to see the Nevedi punished for their attempted genocide.

"Why can't you call them?"

"It's... complicated. Best if they don't know I was here, not 'til after we've gone anyway, and I've still got work to do. I need to go back to the TARDIS to finish up, can I leave you here to co-ordinate things until I get back?"

"Okay."

"I've programmed in the co-ordinates for the call already, as well as which conventions to invoke when you make contact. Tell them whatever it is you think they should know about. Any detail, any of the Nevedi they should pay specific attention to," the Doctor continued, pointedly. "I'm trusting this to you, Serene. It's important."

"I will. Thank you, Doctor. I'm sorry I doubted… you know."

The Doctor put a hand on her shoulder, squeezed.

"I know this is hard for you. And believe me, I have no intention of letting someone who hurt my friend get away scot free."

The Doctor returned to the TARDIS and finished up the last part of her plan. By the time she was done, the hospital had been searched. A few more prisoners had been discovered and freed, and Dr Milton had been brought down from his laboratory, put alongside Kasir, Adams, Lanya and anyone else identified as in charge, or more than enthusiastic about carrying out their genocidal duties.

Fergus and several other Nevedi were also separated out to one side; those who were known to have been coerced into working there, and those who had helped the Doctor and the Ksakians, and thus should maybe not be held to the same account.

Serene was sat with the last group, waiting. She got up as the Doctor approached, looking at what she was carrying in some confusion.

"What is that?" Serene asked.

"Parting gift. Have you seen Jasia?"

"She was with those checking through the Nevedi records, making sure your programme deleted everything."

"Cheek! Of course it worked. Still, better safe than sorry, I suppose. The Nevedi had no right to that information."

They tracked Jasia down. She was arguing furiously with a uniformed military man, who seemed to be saying that doing what the Doctor told them was not, in fact, compulsory and that if the war was ending, the Ksakians had the right to take all the Nevedi prisoner and try them for war crimes.

"Thought my ears were burning," the Doctor remarked, casually.

The two Ksakians looked up, guiltily.

"Brought you something. Jasia, can I show you this? Alone?"

The soldier stomped away, and the Doctor set down the box she was carrying.

"So, this might need a bit of work. It should be compatible with your systems, but if you're going to use it planetwide, you'll need to co-ordinate with other continents, maybe launch a few new satellites."

"What is it?" Jasia asked, bewildered.

"It's a perception filter. Sort of. Basically, you link this up to all your satellites, and it'll broadcast a false image to anyone who tries to attack you again. Say, that your planet is no longer there, or that you have better defences than you actually do. In that line of thinking, I sketched you out a few ideas about how to improve your planetary defences. Nothing too advanced, some shielding. No weapons, but it should keep you safe."

Jasia stared, speechless.

"I did have this as a last resort. If the pathogen hadn't worked, then I was gonna try and fool the Nevedi into thinking you'd all been killed, or maybe try and fix it so they couldn't ever find Ksako again, even when looking right at it. But that would've been even harder to pull off, so…"

"This is astonishing. Thank you, Doctor, thank you so much! You really did it. You ended the invasion, and the war."

"I do my best." The Doctor smiled, all traces of anger gone, happy and relieved that this had gone the way she wanted it.

She might not have been able to save everyone, like those killed in the initial wave of invasion and the fighting that followed. Amber and Lucas, who had died in the roof fall she'd rescued Isaac from, and there would have been many others like them. No doubt there had been Ksakians killed by experimentation before her arrival, and despite her proclamation against it, some of the Nevedi might well suffer deadly repercussions from those they'd invaded.

But overall, this had been one of the better days.

"I'm leaving the perception filter with you, rather than with the military. There needs to be co-operation across the whole of your world now."

"Oh, I know. I'll get it done, Doctor. Trust me."

From the skies, there was the sound of more ships arriving, very different ones to the Nevedi ships, or the planetary transports of the Ksakians.

"That'll be the cavalry arriving. Or is sheriffs more accurate? Or, I dunno, the FBI. Time we were off. Come on, Serene."

After a quick diversion to the office Kasir had been using to reclaim the contents of her pockets, the Doctor led Serene back to the TARDIS, careful to avoid the incoming ships of the Shadow Proclamation. The Doctor hoped they'd sent anyone other than the Judoon; she'd had enough of them to last several lifetimes.

Serene waved goodbye to Cam, Isaac and Isaac's boyfriend Nikol, all of whom were working on transporting the still unconscious Nevedi back to their ships.

"Why are we leaving now?"

"It's a long story. I'll explain later."

They went back into the TARDIS, and left the Ksakians to reclaim their world.

The war was ended, and hope was beginning to return.

* * *

Keep forgetting disclaimers, so here's the usual - anything you recognise isn't mine, anything you don't, probably is.

Hope you liked!

There are more stories with the Doctor and Serene travelling and having adventures, but they'll be posted under a new name. The next one is called "A Future in Ruins."

**Author's Note:**

> I already posted this on Fanfiction.net earlier this year, so hopefully I'll be updating regularly.  
> (I'm also still getting used to the posting and tags thing)


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